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Agenda 04-11-17
BOYNTON CRA .�.rBEACH CRA Board Meeting Tuesday, April 11, 2017 City Commission Chambers 100 E. Boynton Beach Blvd. Boynton Beach, FL 33435 AGENDA I. Call to Order II. Invocation III. Roll Call IV. Agenda Approval A. Additions, Deletions, Corrections to the Agenda B. Adoption of Agenda V. Legal VI. Informational Items and Disclosures by Board Members and CRA Staff: A. Disclosure of Conflicts, Contacts, and Relationships for Items Presented to the CRA Board on Agenda Items B. Informational Announcements VII. Announcements & Awards A. 3rd Annual Boynton Beach Blarney Bash Recap B. Movies in the Park C. Music in the Park D. Career Expo at Carolyn Sims Center Thursday, March 23, 2017 Recap VIII. Consent Agenda A. Approval of Period Ended March 31, 2017 Financial Report B. Monthly Purchase Orders C. Approval of CRA Board Meeting Minutes — March 15, 2017 D. Approval of Grandma's Manufacture, LLC d/b/a Grandma's Treasures for Commercial Facade Improvement Grant Program E. Approval of Grandma's Manufacture, LLC d/b/a Grandma's Treasures for Construction Permit Incentive Grant Program F. Approval of R & C Hotels Corporation for Commercial Facade Improvement Grant Program for Stay Inn Motels G. Approval of Home with Help of Florida, Inc. for Commercial Rent Reimbursement Grant Program B=YNTOCRA ""'BEACH H. Approval of Bark Avenue Hotel and Spa, LLP for Commercial Rent Reimbursement Grant Program I. Approval of Paul Smith for Commercial Facade Improvement Grant Program J. Approval of Posh Realty, LLC for Commercial Facade Improvement Grant Program K. Approval of Posh Realty, LLC for Commercial Interior Build -Out Improvement Grant Program L. Approval of Posh Realty, LLC for Commercial Rent Reimbursement Grant Program M. Approval of Seoul Sister Yoga, Inc. d/b/a YogaFit for Commercial Facade Improvement Grant Program N. Approval of Seoul Sister Yoga, Inc. d/b/a YogaFit for Commercial Interior Build -Out Improvement Grant Program O. Approval of Seoul Sister Yoga, Inc. d/b/a YogaFit for Construction Permit Incentive Grant Program P. Approval of Seoul Sister Yoga, Inc. d/b/a YogaFit for Commercial Rent Reimbursement Grant Program Q. Approval of Baciami, Inc. for Commercial Facade Improvement Grant Program R. Approval of Baciami, Inc. for Construction Permit Incentive Grant Program IX. Pulled Consent Agenda Items X. Information Only A. Public Comment Log B. Marketing and Business Development Campaign XI. Public Comments: (Note: Comments are limited to 3 minutes in duration) XII. Public Hearing A. None XIII. Old Business A. Neighborhood Policing Program 1St and 2nd Quarter Reports B. Consideration of Purchase and Development Agreement for the CRA Owned Property Located at 222 N. Federal Highway, a/k/a the Ocean One Project (Tabled 3/15/17) C. Discussion and Consideration of Letters of Intent to Purchase the CRA Owned Property Located at 711 N. Federal Highway D. CRA Board Approved Design Scope of Services Work Order with Kimley-Horn & Associates, Inc. for the Boynton Beach Boulevard Streetscape Improvement Project, Construction Design Plans E. Six Month Financial Update and Capital Project Review XIV. New Business BOYNTON CRA BEACH A. Consideration of the Letter of Intent from St. John's Missionary Baptist Church for the Purchase of the CRA Owned Property Location at 700 N. Seacrest Boulevard, also known as the Ocean Breeze East Side B. Consideration of Approval of System Audit Reports and Payment Release to Hart Seabourn Cove, LLC for the Properties known as Seabourn Cove — Phase I & Phase II C. Consideration of the Purchase of 340 NE 10th Avenue (MLK, Jr. Blvd) D. Consideration of Changes to the CRA Procurement Policy Relating to "Piggybacking" for Professional Services E. Consideration of Special Events Grant for Etcetera Entertainment, Inc. XV. CRA Advisory Board A. CRA Advisory Board Agenda — March 2, 2017 B. Minutes from CRAAB Meeting — March 2, 2017 C. Pending Assignments 1. CRA Board Approved Design Scope of Services Work Order with Kimley- Horn & Associates, Inc. for the Boynton Beach Boulevard Streetscape Improvement Project, Construction Design Plans D. Reports on Pending Assignments 1. Discussion and Creation of Draft Community Benefits Agreement 2. Research and Recommendations Regarding Tax Increment Revenue Funding Agreements and the Current Policy Regarding TIRFA Agreements E. New Assignments: 1. None XVI. Future Agenda Items A. 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 received 01/03/17) B. Status of District Clean Program C. Interim Director Position (tabled until June 2017 — 6 mos. From Dec. 13th meeting) D. Discussion and Consideration on Formation of Residential Improvement Program XVII. Adjournment NOTICE IF A PERSON DECIDES TO APPEAL ANY DECISION MADE BY THE CRA BOARD WITH RESPECT TO ANY MATTER CONSIDERED AT THIS MEETING, HE/SHE WILL NEED A RECORD OF THE PROCEEDINGS AND, FOR SUCH PURPOSE, HE/SHE MAY NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDING IS MADE, WHICH RECORD INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL IS TO BE BASED. (F.S. 288.0105) THE CRA SHALL FURNISH APPROPRIATE AUXILIARY AIDS AND SERVICES WHERE NECESSARY TO AFFORD AN INDIVIDUAL WITH A DISABILITY AN EQUAL OPPORTUNITY TO PARTICIPATE IN AND ENJOY THE BENEFITS OF A SERVICE, PROGRAM, OR ACTIVITY CONDUCTED BY THE CRA. PLEASE CONTACT THE CRA, (581) 737-3258, 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. BOYNTON CRA :....BEACH CRA BOARD MEETING OF: April 11, 2017 Consent Agenda I I Old Business I I New Business Legal Information Only AGENDA ITEM: VII.A. SUBJECT: The 3rd Annual Boynton Beach Blarney Bash Recap SUMMARY: • On Friday, March 17, 2017, the Boynton Beach CRA hosted the 3rd Annual Boynton Beach Blarney Bash at the Ocean Avenue Amphitheatre. • The festivities started at 6:00 P.M. and ended at 10:00 P.M. • The event attracted a wide demographic of patrons to the downtown area. According to surveys that were conducted at the event, many of the event attendees live in Boynton Beach and learned about the event from print advertisements and the event signs that were located throughout the city. • There were 18 retail vendors including two businesses from the CRA District: Bailey's Blendz and Dianett's Art Lounge. The feedback that we received from vendors was overwhelmingly positive. • The event featured live music and entertainment from Clockwork Knotwork, Celtic Mayhem, and the Aranmore Academy of Irish Dance. • Food options were provided by Food Truck Invasion, including Hurricane Alley's Chowder Truck. • Craft beer selections were available on tap from local Boynton Beach Breweries: Due South, Copperpoint, and Devour. • Overall we have received positive feedback regarding the family -friendly event. • Event Photos (Exhibit A) FISCAL IMPACT: FY 2016 — 2017 Budget, Line item 02-58500-480 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Unless otherwise offered by the CRA Board, a motion is not required at this time �Z_ Mercedes Cop in, Special Events Coordinator BOYNTON BEACH EXHIBIT B: ?anarb bi p nals a-0 s 9kindmade milk ooe 4 lockw ,w R KITOt WOI 41 A71 t�, `L ♦ ei 1 BOYNTON CRA 'BEACH EXHIBIT A: K L J BO BE N1,1, °C RA CRA BOARD MEETING OF: April 11, 2017 Consent Agenda I I Old Business I I New Business Legal Information Only AGENDA ITEM: VII.C. SUBJECT: Music on the Rocks SUMMARY: • On Friday, April 21, 2017 the Boynton Beach CRA presents: Music on the Rocks featuring Runaway Mile, a modern country band, who infuses pop and rock into their music. • This FREE event takes place at the Ocean Avenue Amphitheatre, with live music from 7:00 P.M. to 10:00 P.M. Food Truck Invasion will start selling food and refreshments at 6:00 PM. 4 Cocktails and beer will be available for purchase from the mobile bar service. • Free parking is available onsite. • The next Music on the Rocks concert will be on May 19, 2017. The feature band will be the Jeff Harding Band. • Marketing images (Exhibit A) FISCAL IMPACT: FY 2016 — 2017 Budget, Line item 02-58500-480 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Unless otherwise offered by the CRA Board, a motion is not required at this time CU I �e) Mercedes Co pin, Special Events Coordinator •xig RUNAWAY MILE "Country, Pop Rock" n n Nov 18th Dec 16th Jan 20m 1- lOPM Feb 11th Apr 21st MORA NV�r4 May 19th S Jun 16th 6-IOPM Kick Back After A Long Day At Work! FREE CONCERT SERIES I OCEAN AVENUE AMPHITHEATRE Enjoy Cocktails, Music & the Food Truck Invasion on the 3rd Friday of each month catchbovnton.com 00 BOYNTON =BEACH'CRA CRA BOARD MEETING OF: April 11, 2017 Consent Agenda I I Old Business I I New Business I I Legal I I Information Only I I CRAAB AGENDA ITEM: VII.D. SUBJECT: Career Expo at Carolyn Sims Center Thursday, March 23, 2017 Recap SUMMARY: The CRA and CareerSource hosted a Career Expo on March 23`d at the Carolyn Sims Center. We received positive responses leading up to the event as a result of our advertising efforts via flyers in the water bills, flyers at various community centers, posts on social media and signage on the day of the event. Career Expo data: • 21 businesses in attendance • 141 registered job seekers • Approximately 70 individuals will receive job placements from the event Businesses in attendance provided positive feedback regarding the candidates they met. Many job seekers left with scheduled interviews (see attached photos). All job candidates will be registered with Employ Florida, which is the state of Florida's employment database. All registered job candidates receive an identification code for attending the Expo and CareerSource is then able to track the candidates as they are hired. The CRA and CareerSource plan to join forces again in October 2017 to host a Career Expo. FISCAL IMPACT: N/A CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: N/A Michael Simon, Interim Executive Director Businesses in Attendance: 1. First Transit 2. City of Boynton Beach 3. Publix 4. Home Depot 5. FAU 6. Heartland ManorCare 7. Chic-fil-a 8. Papa Johns 9. Starbucks 10. Walgreens 11. Wells Fargo 12. Express Pros 13. PBC School District 14. TriStaff Staffing 15. Allied Universal 16.A & S Total Cleaning 17. PBS Schools Cafeteria Department 18. Community Caring Center 19. McDonalds 20. Little Cubz Learning Center 21. CareerSource Palm Beach County I 4 E _ 1e meas oanfitau7 mnioll, g—, 11 �• r 7i _ J -• /A a low BOYNTONCRA BEACH CRA BOARD MEETING OF: April 11, 2017 X1 Consent Agenda I I Old Business I I New Business I I Legal I I Information Only I I CRAAB AGENDA ITEM: VIII.A. SUBJECT: Approval of Period Ending March 31, 2017 Financial Report SUMMARY: Monthly budget report to the CRA Board representing the revenues and expenses for the preceding month FISCAL IMPACT: N/A CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan and FY 2016-2017 CRA Budget CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Approve the monthly Financial Report Susan Harris, Finance Director 3-28-2017 12:46 PM 29,650 BOYNTON BEACH CRA 915.42 6,939.15 + 19,210.85 64.79 REVENUE 6 EXPENDITURES REPORT (UNAUDITED) 331,940 331,940 19,629.40 154,943.78 0.00 AS OF: MARCH 31ST, 2017 208,305 208,305 16,140.54 01 -GENERAL FUND 0.00 114,230.07 54.84 INSURANCES 135,750 135,750 0.00 FINANCIAL SUMMARY 0.00 34,685.00 25.55 PROFESSIONAL SERVICES 252,000 252,000 7,503.54 73,636.68 45,733.00 132,630.32 52.63 PLANNING 122,673 122,673 % OF 31,565.84 ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET 157,038.62 BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING REVENUE SUMMARY 397,527.21 0.00 602,472.79 60.25 COMMUNICATIONS & TECHNOLO 64,500 64,500 T.I.F.INCOME 10,363,156 10,363,156 0.00 10,721,712.00 0.00 ( 358,556.00) 3.46 - MARINA RENT & GRANT INC 1,000,000 1,000,000 ( 1,951.46) 409,556.30 0.00 590,443.70 59.04 INVESTMENT INCOME 0 0 0.00 4,153.50 0.00 ( 4,153.50) 0.00 MISCELLANEOUS 0 0 349.39 5,605.00 0.00 ( 5,605.00) 0.00 OTHER FINANCING SOURCES 668,607 668,607 0.00 0.00 0.00 668,607.00 100.00 TOTAL REVENUES 12,031,763 12,031,763 ( 1,602.07) 11,141,026.80 0.00 890,736.20 7.40 EXPENDITURE SUMMARY LEGISLATIVE 29,650 29,650 915.42 6,939.15 3,500.00 19,210.85 64.79 ADMINISTRATIVE 331,940 331,940 19,629.40 154,943.78 0.00 176,996.22 53.32 FINANCE 208,305 208,305 16,140.54 94,074.93 0.00 114,230.07 54.84 INSURANCES 135,750 135,750 0.00 101,065.00 0.00 34,685.00 25.55 PROFESSIONAL SERVICES 252,000 252,000 7,503.54 73,636.68 45,733.00 132,630.32 52.63 PLANNING 122,673 122,673 324.46 31,565.84 0.00 91,107.16 74.27 BUILDINGS G PROPERTY 505,545 505,545 26,109.79 157,038.62 38,486.20 310,020.18 61.32 MARINA 1,000,000 1,000,000 78,971.66 397,527.21 0.00 602,472.79 60.25 COMMUNICATIONS & TECHNOLO 64,500 64,500 454.32 9,051.73 24,674.00 30,774.27 47.71 CONTINGENCY 100,000 100,000 0.00 0.00 0.00 100,000.00 100.00 MARKETING 112,854 112,854 5,615.84 44,598.84 0.00 68,255.16 60.48 SPECIAL EVENTS 79,611 79,611 4,015.07 36,450.92 0.00 43,160.08 54.21 EMPLOYEE BEBEFITS 336,014 336,014 36,163.46 120,940.22 0.00 215,073.78 64.01 DEBT SERVICE 2,140,220 2,140,220 0.00 2,140,220.00 0.00 0.00 0.00 TRANSFER OUT 6,612,701 6,612,701 0.00 6,612,701.00 0.00 0.00 0.00 TOTAL EXPENDITURES 12,031,763 12,031,763 195,843.50 9,980,753.92 112,393.20 1,938,615.88 16.11 REVENUES OVER/(UNDER) EXPENDITURES 0 0 ( 197,445.57) 1,160,272.88 ( 112,393.20)( 1,047,879.68) 0.00 ME 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) 01 -GENERAL FUND AS OF: MARCH 31ST, 2017 % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET REVENUES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING T.I.F.INCOME 01-41000 T.I.F. COLLECTIONS 10,363,156 10,363,156 0.00 10,721,712.00 0.00 ( 358,556.00) 3.46 - TOTAL T.I.F.INCOME 10,363,156 10,363,156 0.00 10,721,712.00 0.00 ( 358,556.00) 3.46 - MARINA RENT 6 GRANT INC 01-42115 MARINA RENTS 100,000 100,000 0.00 36,054.00 0.00 63,946.00 63.95 01-42117 MARINA FUEL SALES 900,000 900,000 0.00 373,980.36 0.00 526,019.64 58.45 01-42118 MARINA MSC INCOME 0 0 ( 1,951.46)( 478.06) 0.00 478.06 0.00 TOTAL MARINA RENT 6 GRANT INC 11000,000 1,000,000 ( 1,951.46) 409,556.30 0.00 590,443.70 59.04 MARKETING INCOME FESTIVALS & EVENT INCOME INVESTMENT INCOME 01-46100 INTEREST INCOME 0 0 0.00 4,153.50 0.00 ( 4,153.50) 0.00 TOTAL INVESTMENT INCOME 0 0 0.00 4,153.50 0.00 ( 4,153.50) 0.00 CONTRIBUTIONS & DONATION MISCELLANEOUS 01-48100 MISCELLANEOUS INCOME 0 0 349.39 5,605.00 0.00 ( 5,605.00) 0.00 TOTAL MISCELLANEOUS 0 0 349.39 5,605.00 0.00 ( 5,605.00) 0.00 OTHER FINANCING SOURCES 01-49100 OTHER FINANCING SOURCES 668,607 668,607 0.00 0.00 0.00 668,607.00 100.00 TOTAL OTHER FINANCING SOURCES 668,607 668,607 0.00 0.00 0.00 668,607.00 100.00 TOTAL REVENUES 12,031,763 12,031,763 ( 1,602.07) 11,141,026.80 0.00 890,736.20 7.40 I 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 O1 -GENERAL FUND LEGISLATIVE % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PURCHASED/CONTRACT SERV 01-51010-200 CONTRACTUAL EXPENSE 71500 7,500 282.50 1,469.00 3,500.00 2,531.00 33.75 01-51010-216 ADVERTISING 6 PUBLIC NOTI 6,500 6,500 0.00 546.96 0.00 5,953.04 91.59 01-51010-225 ASSOC. MEETINGS 6 SEMINAR 14,500 14,500 80.12 4,139.22 0.00 10,360.78 71.45 01-51010-227 DELIVERY SERVICES 400 400 159.67 379.98 0.00 20.02 5.01 TOTAL PURCHASED/CONTRACT SERV 28,900 28,900 522.29 6,535.16 3,500.00 18,864.84 65.28 SUPPLIES 01-51010-310 OFFICE SUPPLIES TOTAL SUPPLIES TOTAL LEGISLATIVE I 750 750 393.13 403.99 0.00 346.01 46.13 750 750 393.13 403.99 0.00 346.01 46.13 29,650 29,650 915.42 6,939.15 3,500.00 19,210.85 64.79 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 01 -GENERAL FUND ADMINISTRATIVE % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PERSONNEL SERVICES 01-51230-100 PERSONNEL SERVICES 286,270 286,270 18,442.71 146,619.68 0.00 139,650.32 48.78 01-51230-115 CAR ALLOWANCE 3,000 3,000 230.76 830.72 0.00 2,169.28 72.31 TOTAL PERSONNEL SERVICES 289,270 289,270 18,673.47 147,450.40 0.00 141,819.60 49.03 PURCHASED/CONTRACT SERV 01-51230-225 ASSOC. MEETINGS 6 SEMINAR 12,400 12,400 158.83 403.75 0.00 11,996.25 96.74 01-51230-226 MEMBERSHIP DUES 7,535 7,535 320.00 3,660.00 0.00 3,875.00 51.43 01-51230-227 DELIVERY SERVICES 500 500 0.00 50.89 0.00 449.11 89.82 01-51230-229 CAREER DEVELOPMENT 12,500 12,500 150.00 499.00 0.00 12,001.00 96.01 TOTAL PURCHASED/CONTRACT SERV 32,935 32,935 628.83 4,613.64 0.00 28,321.36 85.99 SUPPLIES 01-51230-310 OFFICE SUPPLIES 2,500 2,500 78.15 1,374.21 0.00 1,125.79 45.03 01-51230-315 POSTAGE 2,500 2,500 0.00 570.31 0.00 1,929.69 77.19 01-51230-340 CELLULAR PHONES 2,880 2,880 148.95 835.22 0.00 2,044.78 71.00 01-51230-355 SUBSCRIPTIONS 605 605 100.00 100.00 0.00 505.00 83.47 01-51230-360 BOOKS & PUBLICATIONS 250 250 0.00 0.00 0.00 250.00 100.00 TOTAL SUPPLIES 8,735 8,735 327.10 2,879.74 0.00 5,855.26 67.03 CAPITAL EXPENDITURES 01-51230-400 EQUIPMENT COSTS TOTAL CAPITAL EXPENDITURES DEPRECIATION & AMORT 1,000 1,000 0.00 0.00 0.00 11000.00 100.00 11000 11000 0.00 0.00 0.00 1,000.00 100.00 TOTAL ADMINISTRATIVE 331,940 331,940 19,629.40 154,943.78 0.00 176,996.22 53.32 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 O1 -GENERAL FUND FINANCE % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PERSONNEL SERVICES 01-51325-100 PERSONNEL SERVICES 181,545 181,545 14,623.76 87,519.59 0.00 94,025.41 51.79 TOTAL PERSONNEL SERVICES 181,545 181,545 14,623.76 87,519.59 0.00 94,025.41 51.79 PURCHASED/CONTRACT SERV 01-51325-200 CONTRACTUAL EXPENSE 250 250 0.00 175.00 0.00 75.00 30.00 01-51325-201 BANK FEES 2,000 2,000 201.71 2,048.26 0.00 ( 48.26) 2.41- 01-51325-225 ASSOC. MEETINGS 6 SEMINAR 10,450 10,450 85.05 236.33 0.00 10,213.67 97.74 01-51325-226 MEMBERSHIP DUES 820 820 0.00 249.00 0.00 571.00 69.63 01-51325-227 DELIVERY COSTS 500 500 99.41 170.78 0.00 329.22 65.84 01-51325-229 CAREER DEVELOPMENT 5,000 5,000 959.87 959.87 0.00 4,040.13 80.80 TOTAL PURCHASED/CONTRACT SERV 19,020 19,020 1,346.04 3,839.24 0.00 15,180.76 79.81 SUPPLIES 01-51325-310 OFFICE SUPPLIES 2,500 2,500 69.30 510.64 0.00 1,989.36 79.57 01-51325-340 CELLULAR PHONES 1,440 1,440 101.44 519.20 0.00 920.80 63.94 01-51325-355 SUBSCRIPTIONS 1,300 1,300 0.00 1,099.00 0.00 201.00 15.46 01-51325-360 BOOKS & PUBLICATIONS 700 700 0.00 0.00 0.00 700.00 100.00 01-51325-365 OFFICE PRINTING COSTS 300 300 0.00 587.26 0.00 ( 287.26) 95.75 - TOTAL SUPPLIES 6,240 6,240 170.74 2,716.10 0.00 3,523.90 56.47 CAPITAL EXPENDITURES 01-51325-400 EQUIPMENT COSTS TOTAL CAPITAL EXPENDITURES DEPRECIATION 6 AMORT 1,500 1,500 0.00 0.00 0.00 1,500.00 100.00 1,500 1,500 0.00 0.00 0.00 1,500.00 100.00 TOTAL FINANCE 208,305 208,305 16,140.54 94,074.93 0.00 114,230.07 54.84 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE t EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 O1 -GENERAL FUND INSURANCES % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PURCHASED/CONTRACT SERV 01-51410-213 GENERAL PROPERTY COVERAGE 135,750 135,750 0.00 101,065.00 0.00 34,685.00 25.55 TOTAL PURCHASED/CONTRACT SERV 135,750 135,750 0.00 101,065.00 0.00 34,685.00 25.55 TOTAL INSURANCES 135,750 135,750 0.00 101,065.00 0.00 34,685.00 25.55 -A- 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 01 -GENERAL FUND PROFESSIONAL SERVICES % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PURCHASED/CONTRACT SERV 01-51420-200 CONTRACTUAL EXPENSE 137,000 137,000 2,458.54 42,830.48 3,860.00 90,309.52 65.92 01-51420-201 CONTRACT LEGAL 100400 100,000 4,931.00 29,834.20 28,000.00 42,165.80 42.17 01-51420-204 CITY STAFF COSTS 15,000 15,000 114.00 972.00 13,873.00 155.00 1.03 TOTAL PURCHASED/CONTRACT SERV 252,000 252,000 7,503.54 73,636.68 45,733.00 132,630.32 52.63 TOTAL PROFESSIONAL SERVICES 252,000 252,000 7,503.54 73,636.68 45,733.00 132,630.32 52.63 3-28-2017 12:46 PM O1 -GENERAL FUND PLANNING BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 CAPITAL EXPENDITURES DEPRECIATION 6 AMORT TOTAL PLANNING 122,673 122,673 324.46 31,565.84 0.00 91,107.16 74.27 % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PERSONNEL SERVICES 01-51440-100 PERSONNEL SERVICES 104,313 104,313 0.00 30,270.56 0.00 74,042.44 70.98 TOTAL PERSONNEL SERVICES 104,313 104,313 0.00 30,270.56 0.00 74,042.44 70.98 PURCHASED/CONTRACT SERV 01-51440-225 ASSOC. MEETINGS & SEMINAR 4,820 4,820 0.00 0.00 0.00 4,820.00 100.00 01-51440-226 MEMBERSHIP DUES 2,100 2,100 0.00 0.00 0.00 2,100.00 100.00 01-51440-227 DELIVERY SERVICES 300 300 31.21 92.45 0.00 207.55 69.18 01-51440-229 CAREER DEVELOPMENT 4,300 4,300 0.00 0.00 0.00 4,300.00 100.00 TOTAL PURCHASED/CONTRACT SERV 11,520 11,520 31.21 92.45 0.00 11,427.55 99.20 SUPPLIES 01-51440-310 OFFICE SUPPLIES 1,500 1,500 69.30 445.97 0.00 1,054.03 70.27 01-51440-340 CELLULAR PHONES 900 900 0.00 181.11 0.00 718.89 79.88 01-51440-355 SUBSCRIPTIONS 2,640 2,640 87.95 439.75 0.00 2,200.25 83.34 01-51440-360 BOOKS & PUBLICATIONS 300 300 0.00 0.00 0.00 300.00 100.00 01-51440-365 OFFICE PRINTING COSTS 1,500 1,500 136.00 136.00 0.00 1,364.00 90.93 TOTAL SUPPLIES 6,840 6,840 293.25 1,202.83 0.00 5,637.17 82.41 CAPITAL EXPENDITURES DEPRECIATION 6 AMORT TOTAL PLANNING 122,673 122,673 324.46 31,565.84 0.00 91,107.16 74.27 3-28-2017 12:46 FM BOYNTON BEACH CRA REVENUE & EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 O1 -GENERAL FUND BUILDINGS & PROPERTY % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PURCHASED/CONTRACT SERV 01-51620-200 CONTRACTUAL EXPENSE 3,045 3,045 308.91 922.82 0.00 2,122.18 69.69 01-51620-201 PROPERTY TAXES & ASSOC. D 75,000 75,000 2,200.93 11,747.25 0.00 63,252.75 84.34 01-51620-205 RENTAL OF OFFICES 97,500 97,500 7,457.53 51,423.17 0.00 46,076.83 47.26 01-51620-208 EQUIPMENT LEASES 20,000 20,000 728.98 5,930.05 16,442.33 ( 2,372.38) 11.86- 01-51620-209 PROPERTY MAINTENENCE COST 265,000 265,000 11,673.01 77,528.30 22,043.87 165,427.83 62.43 01-51620-224 SIGNAGE 15,000 15,000 2,572.00 3,691.89 0.00 11,308.11 75.39 TOTAL PURCHASED/CONTRACT SERV 475,545 475,545 24,941.36 151,243.48 38,486.20 285,815.32 60.10 SUPPLIES 01-51620-325 ELECTRICITY COSTS 15,000 15,000 862.32 4,068.59 0.00 10,931.41 72.88 01-51620-326 WATER CHARGES 15,000 15,000 306.11 1,726.55 0.00 13,273.45 88.49 TOTAL SUPPLIES 30,000 30,000 1,168.43 5,795.14 0.00 24,204.86 80.68 CAPITAL EXPENDITURES DEPRECIATION & AMORT TOTAL BUILDINGS & PROPERTY 505,545 505,545 26,109.79 157,038.62 -9- 38,486.20 310,020.18 61.32 SZ'09 6L'ZLV'Z09 00'0 TZ'LZS'L6£ -01- 99'TL6'BL 000'O00'T 000'000'T YNIUVK 'lYIOL 911'19 9E'98Z'69V 00'0 V9'BLZ'V6Z V8'6ES'T9 999'E9L 999'E9L S3I'iddIIS WWI Z6'89 TV'OLZ'8 00'0 69*6ZL'E ZL'T80'T 000'ZT 000'ZT XYL saws 'ias3ia vxiuvH 8ZE-OE9TS-TO 9E'T9 OV'L6Z'Z9V 00'0 09'L9L'VSZ ZL'996'LS 990'L£L 990'LEL IId Zana 'i3SI3a 9 aMI'I0SK9 LZE-OE9TS-TO ET'LE 96'too' Z 00'0 VO'96E'E it, ZSO'Z 0011'5 OOV'S SISOO LH3IYM 9ZE-OE9TS-TO SL'EL OT'VL6'9 00'0 06'SZT'Z 66'8EV OOT'8 OOT'B SISOO OIUIDarl3 SZE-OE9TS-TO S6'EL 6V'6EL 00'0 TS'09Z 00'0 000'T 000'T S3I'IddnS 30I33O OTE-OE915-TO S3I'Iddfis EE'9S EV'98T'EET 00'0 LS'BVZ'EOT Z8'TEV'LT S£V'9EZ SEV'9EZ AMTS IOVHINOO/a3SVH0IMd 7VIOL EO'8S E8'8TT'LT 00'0 LT'TSE'ZT ZB'L89'Z 009'6Z 009'6Z HZHSAO NOIIYIS Zana 3HIUVK Z11Z-OE9TS-TO 00'09 8V'LTZ'88 00'0 ZS'LTZ'88 Z6'ZOL'VT SEV'9LT SEV'9LT IXMa5VkM MM YHIWOq TIZ-OE9TS-TO L9'Z6 ZT'008'LZ 00'0 88'66T'Z 80'TVT 000'OE 000'0£ SOH3H3INIVHI 7I2i3MUd 60Z-0£919-10 00'OT 00'O9 00'0 00'0511 00'0 009 OOS 'IYUOVIUK00 OOZ-OE9TS-TO AH33s LovumKoo/aasvH0und 9HININDM 3OHYZYH a3)i38i mma 30NFFIYS XIIAILOY L39ans I39aII8 SaRILlIaHad3C3 'IYLXM*ILUVd3a I39ana azuze H[ mum 'IYLOL 3LYa-OL-HY37C 7,'IHJMK aaammm ZYHIDIU0 30 % LTOZ 'ISTE HOUNK :30 SY (a3LIanym) IUOdZU S3LMlaN3d CZ 9 ZnN3AHU VaD H0WE NOLHAOHi YHIUVK aNna rrdUZN39- TO HQd 9V:ZT LTOZ-BZ-E -u- TL'Lt, LZ'VLL'OE 00'VL9'VZ EL'TSO'6 ZE'VSV OOS'V9 OOS'V9 O'IONHO3I I SNOIIYOINnW4O0 'IYIOI E8'99 L9'VTO'9 00'0 E£'986'Z 6V'ES 000'6 000'6 S3HnII0N3dx3 'IYIIdYO IIVIOI E8'99 L9'VTO'9 00'0 EE'986'Z 61, ES 000'6 000'6 SISOO IN3WdIri0a 006-099TS-TO szumION3a3c3 'IYIIdY0 6L'89 65'EOS'S 00'0 TV'96V'Z E8'OOV 000'8 000'8 S3I'Iddfis 'IYIOI 6L'89 65'EOS'S 00'0 TV'96V'Z E8'00V 000'8 000'8 S3NI7 3NOHd373I OEE-OS9TS-TO s3lzaans VS'01, TO'9SZ'61 00'VL9'VZ 66'699'E 00'0 OOS'LV 009'Lt, Auss movHiNOO/a3sYHOHnd 'IYIOI 6L'8L 00'OEO'TT 00'0 00'OL6'Z 00'0 000'VT 000'VT 3INIYW 34IYN•raSOS 7VIONVNI3 ZTZ-099TS-TO 98'Z8 1O'006'Z 00'0 66'669 00'0 005,E OWE N30I7 9 3HYMI3OS H3IUMD TTZ-099TS-10 T9'8 00'9ZE'Z 00'VL9'VZ 00'0 00'0 000'LZ 000'LZ LUOddnS II xIIO OTZ-099TS-TO 00'OOT 00'000'E 00'0 00'0 00'0 000'E 000,E 3SN3dX3 'PdnIOYHINOO OOZ-OS9TS-10 AH3S IOYHINO0/aaswouna 9NINIYW3H 3ON47YH Q3H3SLi(10N3 30NY7YS AIIAIIOY I39QAS I39QIIS S3HAIIQN3a]C3 'IYIN3WIHYd3Q Z39O.n5 Q3H3SWmN3Nn 'IYIOI 3IYC{-OZ-HY3x A'IHINOW aaaK WY 'IYNI9IHO 30 OZONH03I I SNOIIYOIKfD WOO QNf1H 'IYH3N39- TO LTOZ 'ISTE HOUVH :30 SV (Q3IIOnYNn) IHOd3H sswuIQN3dt3 9 amaA3H YHO HOWS NOINAOS Rd 9V:ZT LTOZ-BZ-E 3-28-2017 12:46 PM BOYNTON BEACH CRA -- REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 O1 -GENERAL FUND CONTINGENCY % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PURCHASED/CONTRACT SERV 01-51990-200 CONTRACTUAL EXPENSE 100,000 100,000 0.00 0.00 0.00 100,000.00 100.00 TOTAL PURCHASED/CONTRACT SERV 1001000 100,000 0.00 0.00 0.00 100,000.00 100.00 TOTAL CONTINGENCY 100,000 100,000 0.00 0.00 0.00 100,000.00 100.00 -17- 3-28-2017 12:46 PM BOYNTON BEACH CRA _ REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 O1 -GENERAL FUND MARKETING % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PERSONNEL SERVICES 01-57400-100 PERSONNEL SERVICES 60,159 60,159 4,695.00 29,639.54 0.00 30,519.46 50.73 TOTAL PERSONNEL SERVICES 60,159 60,159 4,695.00 29,639.54 0.00 30,519.46 50.73 PURCHASED/CONTRACT SERV 01-57400-216 ADVERTISING 6 PUBLIC NOTI 6,000 6,000 0.00 0.00 0.00 6,000.00 100.00 01-57400-218 ANNUAL REPORT & BROCHURES 5,000 5,000 0.00 930.00 0.00 4,070.00 81.40 01-57400-225 ASSOC. MEETINGS s SEMINAR 5,900 5,900 81.54 130.85 0.00 5,769.15 97.78 01-57400-226 MEMBERSHIP DUES 5,250 5,250 0.00 1,100.00 0.00 4,150.00 79.05 01-57400-227 DELIVERY SERVICES 4,000 4,000 0.00 52.98 0.00 3,947.02 98.68 01-57400-229 CAREER DEVELOPMENT 1,800 1,800 0.00 0.00 0.00 1,800.00 100.00 01-57400-236 PHOTOGRAPHY / VIDEOS 15,000 15,000 0.00 10,535.00 0.00 4,465.00 29.77 TOTAL PURCHASED/CONTRACT SERV 42,950 42,950 81.54 12,748.83 0.00 30,201.17 70.32 SUPPLIES 01-57400-310 OFFICE SUPPLIES 1,500 1,500 69.30 390.97 0.00 1,109.03 73.94 01-57400-340 CELLULAR PHONES 720 720 60.00 312.00 0.00 408.00 56.67 01-57400-355 SUBSCRIPTIONS 1,325 1,325 0.00 797.50 0.00 527.50 39.81 01-57400-360 BOOKS 6 PUBLICATIONS 200 200 0.00 0.00 0.00 200.00 100.00 01-57400-365 OFFICE PRINTING COSTS 6,000 6,000 710.00 710.00 0.00 5,290.00 88.17 TOTAL SUPPLIES 9,745 9,745 839.30 2,210.47 0.00 7,534.53 77.32 DEPRECIATION & AMORT TOTAL MARKETING 112,854 112,854 5,615.81 44,598.84 0.00 68,255.16 60.48 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE & EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 01 -GENERAL FUND SPECIAL EVENTS $ OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PERSONNEL SERVICES 01-57500-100 PERSONNEL SERVICES 47,741 47,741 3,846.20 26,380.21 0.00 21,360.79 44.74 TOTAL PERSONNEL SERVICES 47,741 47,741 3,846.20 26,380.21 0.00 21,360.79 44.74 PURCHASED/CONTRACT SERV 01-57500-225 ASSOC. MEETINGS S SEMINAR 6,100 6,100 0.00 203.13 0.00 5,896.87 96.67 01-57500-226 MEMBERSHIP DUES 500 500 0.00 450.00 0.00 50.00 10.00 01-57500-229 CAREER DEVELOPMENT 2,500 2,500 0.00 0.00 0.00 2,500.00 100.00 TOTAL PURCHASED/CONTRACT SERV 9,100 91100 0.00 653.13 0.00 8,446.87 92.82 SUPPLIES 01-57500-310 OFFICE SUPPLIES 1,500 1,500 69.28 425.20 0.00 1,074.80 71.65 01-57500-340 CELLULAR PHONES 720 720 60.00 192.00 0.00 528.00 73.33 01-57500-355 SUBSCRIPTIONS 250 250 0.00 0.00 0.00 250.00 100.00 01-57500-360 BOOKS 6 PUBLICATIONS 300 300 0.00 0.00 0.00 300.00 100.00 TOTAL SUPPLIES 2,770 2,770 129.28 617.20 0.00 2,152.80 77.72 CAPITAL EXPENDITURES 01-57500-400 EQUIPMENT 6 EVENTS SUPPOR 20,000 20,000 39.59 8,800.38 0.00 11,199.62 56.00 TOTAL CAPITAL EXPENDITURES 20,000 20,000 39.59 8,800.38 0.00 11,199.62 56.00 DEPRECIATION & AMORT TOTAL SPECIAL EVENTS 79,611 79,611 4,015.07 -14- 36,450.92 0.00 43,160.08 54.21 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE S EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 01 -GENERAL FUND EMPLOYEE BEBEFITS % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PERSONNEL SERVICES 01-59000-151 F.I.C.A. 42,104 42,104 2,579.68 19,838.01 0.00 22,265.99 52.88 01-59000-152 MEDICARE 9,847 9,847 592.49 4,505.82 0.00 5,341.18 54.24 01-59000-153 RETIREMENT PLAN 401(a) 133,479 133,479 26,462.00 55,705.00 0.00 77,774.00 58.27 01-59000-154 WORKERS COMP INSURANCE 2,500 2,500 2,085.09 2,085.09 0.00 414.91 16.60 01-59000-155 HEALTH INSURANCE 99,000 99,000 4,010.70 35,743.35 0.00 63,256.65 63.90 01-59000-156 DENTAL INSURANCE 4,050 4,050 199.98 1,433.19 0.00 2,616.81 64.61 01-59000-157 LIFE INSURANCE 1,350 1,350 47.25 294.63 0.00 1,055.37 78.18 01-59000-158 SHORT / LONG TERM DISABIL 3,144 3,144 165.27 1,184.63 0.00 1,959.37 62.32 01-59000-159 UNEMPLOYMENT CHARGES 5,000 5,000 0.00 0.00 0.00 5,000.00 100.00 01-59000-160 VISION INSURANCE 540 540 21.00 150.50 0.00 389.50 72.13 01-59000-161 COMPENSATED ABSENSES 35,000 35,000 0.00 0.00 0.00 35,000.00 100.00 TOTAL PERSONNEL SERVICES 336,014 336,014 36,163.46 120,940.22 0.00 215,073.78 64.01 TOTAL EMPLOYEE BEBEFITS 336,014 336,014 36,163.46 -1.5- 120,940.22 0.00 215,073.78 64.01 3-28-2017 12:46 PM O1 -GENERAL FUND DEBT SERVICE BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING DEBT SERVICE OTHER FINANCING USES 01-59800-990 TRANS OUT TO DEBT SERVICE 2,140,220 2,140,220 0.00 2,140,220.00 0.00 0.00 0.00 TOTAL OTHER FINANCING USES 2,140,220 2,140,220 0.00 2,140,220.00 0.00 0.00 0.00 TOTAL DEBT SERVICE 2,140,220 2,140,220 0.00 2,140,220.00 0.00 0.00 0.00 3-28-2017 12:46 PM 01 -GENERAL FUND TRANSFER OUT ORIGINAL DEPARTMENTAL EXPENDITURES BUDGET BOYNTON BEACH CRA REVENUE & EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 AMENDED MONTHLY YEAR-TO-DATE BUDGET ACTIVITY BALANCE OTHER FINANCING USES 01-59999-990 INTERFUND TRANSFERS OUT 6,612,701 6,612,701 0.00 6,612,701.00 TOTAL OTHER FINANCING USES 6,612,701 6,612,701 0.00 6,612,701.00 % OF TOTAL UNENCUMBERED BUDGET ENCUMBERED BALANCE REMAINING 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL TRANSFER OUT 6,612,701 6,612,701 0.00 6,612,701.00 0.00 0.00 0.00 TOTAL EXPENDITURES 12,031,763 12,031,763 195,843.50 9,980,753.92 112,393.20 1,938,615.88 16.11 REVENUES OVERMUNDER) EXPENDITURES 0 0 ( 197,445.57) 1,160,272.88 ( 112,393.20)( 1,047,879.68) 0.00 3-28-2017 12:46 PM 1,382,610 BOYNTON BEACH CRA 83,968.84 631,850.00 666,791.16 48.23 CAPITAL OUTLAY REVENUE b EXPENDITURES REPORT (UNAUDITED) 4,582,954 148,229.77 263,044.98 178,755.27 4,141,153.75 AS OF: MARCH 31ST, 2017 2,100,590 615,707.13 716,458.10 02 -PROJECTS FUND 1,355,698.90 64.54 PROJECTS AND PROGRAMS 955,000 955,000 44,286.21 380,152.22 FINANCIAL SUMMARY 103,010.52 10.79 TOTAL EXPENDITURES 9,021,154 9,021,154 828,458.42 1,443,624.14 1,310,875.53 6,266,654.33 69.47 REVENUES OVER/(UNDER) EXPENDITURES 0 0 ( 826,004.27) % OF ( 1,310,875.53)( ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING REVENUE SUMMARY FESTIVALS 6 EVENT INCOME 0 0 2,254.15 33,825.69 0.00 ( 33,825.69) 0.00 INVESTMENT INCOME 0 0 0.00 4,692.47 0.00 ( 4,692.47) 0.00 MISCELLANEOUS 0 0 200.00 200.00 0.00 ( 200.00) 0.00 OTHER FINANCING SOURCES 9,021,154 9,021,154 0.00 6,612,701.00 0.00 2,408,453.00 26.70 TOTAL REVENUES 9,021,154 9,021,154 2,454.15 6,651,419.16 0.00 2,369,734.84 26.27 EXPENDITURE SUMMARY OPERATING EXPENSES 1,382,610 1,382,610 20,235.31 83,968.84 631,850.00 666,791.16 48.23 CAPITAL OUTLAY 4,582,954 4,582,954 148,229.77 263,044.98 178,755.27 4,141,153.75 90.36 ECONOMIC DEVELOPMENT 2,100,590 2,100,590 615,707.13 716,458.10 28,433.00 1,355,698.90 64.54 PROJECTS AND PROGRAMS 955,000 955,000 44,286.21 380,152.22 471,837.26 103,010.52 10.79 TOTAL EXPENDITURES 9,021,154 9,021,154 828,458.42 1,443,624.14 1,310,875.53 6,266,654.33 69.47 REVENUES OVER/(UNDER) EXPENDITURES 0 0 ( 826,004.27) 5,207,795.02 ( 1,310,875.53)( 3,896,919.49) 0.00 IQ_ 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 02 -PROJECTS FUND % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET REVENUES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING FESTIVALS 6 EVENT INCOME 02-44100 FESTIVAL 6 EVENT INCOME 0 0 2,254.15 33,825.69 0.00 ( 33,825.69) 0.00 TOTAL FESTIVALS & EVENT INCOME 0 0 2,254.15 33,825.69 0.00 ( 33,825.69) 0.00 INTERGOVERNMENTAL REV INVESTMENT INCOME 0 0 0.00 4,692.47 0.00 ( 4,692.47) 0.00 02-46100 INTEREST INCOME 0 0 0.00 4,692.47 0.00 ( 4,692.47) 0.00 TOTAL INVESTMENT INCOME MISCELLANEOUS 02-48100 MISCELLANEOUS INCOME 0 0 200.00 200.00 0.00 ( 200.00) 0.00 TOTAL MISCELLANEOUS 0 0 200.00 200.00 0.00 ( 200.00) 0.00 OTHER FINANCING SOURCES 02-49100 OTHER FINANCING SOURCES 2,408,453 2,408,453 0.00 0.00 0.00 2,408,453.00 100.00 02-49900 TRANSFERS IN 6,612,701 6,612,701 0.00 6,612,701.00 0.00 0.00 0.00 TOTAL OTHER FINANCING SOURCES 9,021,154 9,021,154 0.00 6,612,701.00 0.00 2,408,453.00 26.70 TOTAL REVENUES 9,021,154 9,021,154 2,454.15 6,651,419.16 0.00 2,369,734.84 26.27 -10- 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE & EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 02 -PROJECTS FUND OPERATING EXPENSES % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PURCHASED/CONTRACT SERV 02-58100-202 CONTINGENCY EXPENSE 119,000 119,000 0.00 0.00 0.00 119,000.00 100.00 02-58100-203 CONTRACTUAL EXPENSE 1,100,410 1,100,410 11,175.00 26,950.00 625,250.00 448,210.00 40.73 02-58100-207 RENT EXPENSE 13,200 13,200 1,100.00 6,600.00 6,600.00 0.00 0.00 02-58100-213 LEGAL FEES 150,000 150,000 7,960.31 50,418.84 0.00 99,581.16 66.39 TOTAL PURCHASED/CONTRACT SERV 1,382,610 1,382,610 20,235.31 83,968.84 631,850.00 666,791.16 48.23 TOTAL OPERATING EXPENSES 1,382,610 1,382,610 20,235.31 83,968.84 631,850.00 666,791.16 48.23 _2n_ - tz- 9E'06 SL'£ST'TVT'1 LZ'SSL'81T 86'1V0'E9Z LL'6ZZ'8VT V56'Z85'V 1S6'Z89'1 7vrLLM 'IKSIavo riviol 9£'06 SL'EST'TVT'1 LZ'SSL'8LT 86'VVO'£9Z LL'6ZZ'8VT V96'Z89'1 V96'Z89'V Sau=IcLRzdxa 'ZYSIavo 'IrfWI OS'L6 LS'TSS'ZSL'T 00'0 EV'868'VV ZT'EEO'6 OSV'L6L'T OSV'L6L'T ZaMUS aMV allMOLIUMSV&M 90V-OOZES-ZO 61'66 00'Z8T'L15 00'0 00'8T8'Z 00'0 000'Oss 00o'oSS NoLEIioNaa auv xHom aSIs S01,-OOZ89-ZO 9L'86 00'SEZ'S8o'T Z6'666'T 80'Z99'TT 00'ZOZ'T L68'860'T L68'860'T ssauDoxa NI Noimoriums Oo 101-OOZ89-ZO ES'99 81'98T'99L SE'SSL'9LT LV'999'EOZ 99'V66'LET L09'9ET'T L09'9ET'T s9NIa'IIIIH TOV-OOZES-ZO sau=iaNadxa ZYSIa`o 9NINIVKau aONVIM aauzeknONa aONVIruH XIIAIXDV izoana S39a11s SmuiaNaaxa wSNmaEvaaa Sa9anH aaua8xmNaNn W101 aiva-oi-di x VIHINOH aacLmzw 'I AIDI'io ao % xyrsno ayilavo aNna saoaroxa- Zo LTOZ 'SSTE HOUVK :aO SV (aaiicmvxn) i'doaza sauuiaNadxa 9 anmsAad VUO HOKaH NOMUGH Wa 9V: ZT LTOZ-BZ-E 3-28-2017 12:46 PM 02 -PROJECTS FUND ECONOMIC DEVELOPMENT ORIGINAL DEPARTMENTAL EXPENDITURES BUDGET BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 % OF AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING CAPITAL EXPENDITURES 02-58400-443 DIFA-ECONOMIC DEVELOPMENT 1,300,000 1,300,000 594,509.00 594,509.00 0.00 705,491.00 54.27 02-58400-444 ECONOMIC DEVELOPMENT GRAN 572,000 572,000 0.00 ( 1,400.00) 28,433.00 544,967.00 95.27 02-58400-445 MARKETING INCENTIVES 228,590 228,590 21,198.13 123,349.10 0.00 105,240.90 46.04 TOTAL CAPITAL EXPENDITURES 2,100,590 2,100,590 615,707.13 716,458.10 28,433.00 1,355,698.90 64.54 TOTAL ECONOMIC DEVELOPMENT 2,100,590 2,100,590 615,707.13 716,458.10 28,433.00 1,355,698.90 64.54 -22- 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE & EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 02 -PROJECTS FUND PROJECTS AND PROGRAMS % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING CAPITAL EXPENDITURES 02-58500-460 COMMUNITY POLICING INNOVA 263,000 263,000 162.74 162.74 262,837.26 0.00 0.00 02-58500-461 CODE ENFORCEMENT 134,000 134,000 0.00 0.00 134,000.00 0.00 0.00 02-58500-462 DISTRICT CLEAN 50,000 50,000 0.00 0.00 0.00 50,000.00 100.00 02-58500-470 COMMUNITY SUPPORT PROJECT 95,000 95,000 0.00 180.00 70,000.00 24,820.00 26.13 02-58500-480 COMMUNITY SPECIAL EVENTS 413,000 413,000 44,123.47 379,809.48 5,000.00 28,190.52 6.83 TOTAL CAPITAL EXPENDITURES 955,000 955,000 44,286.21 380,152.22 471,837.26 103,010.52 10.79 TOTAL PROJECTS AND PROGRAMS 955,000 955,000 44,286.21 380,152.22 471,837.26 103,010.52 10.79 -23- 3-28-2017 12:46 PM 02 -PROJECTS FUND TRANSFER OUT - ASSET TRA DEPARTMENTAL EXPENDITURES OTHER FINANCING USES BOYNTON BEACH CRA REVENUE & EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 ORIGINAL AMENDED MONTHLY YEAR-TO-DATE BUDGET BUDGET ACTIVITY BALANCE % OF TOTAL UNENCUMBERED BUDGET ENCUMBERED BALANCE REMAINING TOTAL EXPENDITURES 9,021,154 9,021,154 828,458.42 1,443,624.14 1,310,875.53 6,266,654.33 69.47 REVENUES OVER/(UNDER) EXPENDITURES 0 0 ( 826,004.27) 5,207,795.02 ( 1,310,875.53)( 3,896,919.49) 0.00 -24- 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 03 -DEBT SERVICE FINANCIAL SUMMARY % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING REVENUE SUMMARY INVESTMENT INCOME 0 0 0.00 335.08 0.00 ( 335.08) 0.00 OTHER FINANCING SOURCES 2,140,220 2,140,220 0.00 2,140,220.00 0.00 0.00 0.00 TOTAL REVENUES 2,140,220 2,140,220 0.00 2,140,555.08 0.00 ( 335.08) 0.02 - EXPENDITURE SUMMARY DEBT SERVICES 2,140,220 2,140,220 256,582.34 256,445.10 0.00 1,883,774.90 88.02 TOTAL EXPENDITURES 2,140,220 2,140,220 256,582.34 256,445.10 0.00 1,883,774.90 88.02 REVENUES OVER/(UNDER) EXPENDITURES 0 0 ( 256,582.34) 1,884,109.98 0.00 ( 1,884,109.98) 0.00 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 03 -DEBT SERVICE ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL REVENUES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED INVESTMENT INCOME 03-46100 INTEREST INCOME TOTAL INVESTMENT INCOME OTHER FINANCING SOURCES 03-49900 TRANSFERS IN TOTAL OTHER FINANCING SOURCES TOTAL REVENUES % OF UNENCUMBERED BUDGET BALANCE REMAINING 0 0 0.00 335.08 0.00 ( 335.08) 0.00 0 0 0.00 335.08 0.00 ( 335.08) 0.00 2,140,220 2,140,220 0.00 2,140,220.00 0.00 0.00 0.00 2,140,220 2,140,220 0.00 2,140,220.00 0.00 0.00 0.00 2,140,220 2,140,220 0.00 2,140,555.08 0.00 ( 335.08) 0.02- 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE & EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 03 -DEBT SERVICE DEBT SERVICES % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PURCHASED/CONTRACT SERV DEBT SERVICE 03-59800-814 BOND 2012 PRINCIPAL 1,265,000 1,265,000 0.00 0.00 0.00 1,265,000.00 100.00 03-59800-815 BOND 2015 PRINCIPAL 360,000 360,000 0.00 0.00 0.00 360,000.00 100.00 03-59800-820 LOAN INTEREST -BOA 0 0 0.00 ( 137.24) 0.00 137.24 0.00 03-59800-824 BOND 2012 INTEREST 360,935 360,935 179,939.84 179,939.84 0.00 180,995.16 50.15 03-59800-826 BOND 2015 INTEREST 153,285 153,285 76,642.50 76,642.50 0.00 76,642.50 50.00 03-59800-830 FINANCIAL AGENT FEES 1,000 1,000 0.00 0.00 0.00 1,000.00 100.00 TOTAL DEBT SERVICE 2,140,220 2,140,220 256,582.34 256,445.10 0.00 1,883,774.90 88.02 OTHER FINANCING USES TOTAL DEBT SERVICES 2,140,220 2,140,220 256,582.34 256,445.10 0.00 1,883,774.90 88.02 3-28-2017 12:46 PM 03 -DEBT SERVICE TRANSFER OUT DEPARTMENTAL EXPENDITURES OTHER FINANCING USES BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 ORIGINAL AMENDED MONTHLY YEAR-TO-DATE BUDGET BUDGET ACTIVITY BALANCE % OF TOTAL UNENCUMBERED BUDGET ENCUMBERED BALANCE REMAINING TOTAL EXPENDITURES 2,140,220 2,140,220 256,582.34 256,445.10 - 0.00 -1,883 774.90 --88.02 REVENUES OVER/(UNDER) EXPENDITURES 0 0 ( 256,582.34) 1,884,109.98 0.00 ( 1,884,109.98) 0.00 BOYNTO�CRA BEACH CRA BOARD MEETING OF: April 11, 2017 X I Consent Agenda I I Old Business I I New Business I I Legal Information Only CRAAB AGENDA ITEM: VIII.B. SUBJECT: Monthly Purchase Orders SUMMARY: Attached is the purchase order report for March 2017 for amounts $10,000 or above FISCAL IMPACT: See Attached CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan and FY 2016-2017 CRA Budget CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Approve the monthly Purchase Order Report Susan Harris, Finance Director Boynton Beach CRA 1 Purchase Order Report Month: March 2017 Vendor Amount Funding Description Boynton Beach Blvd Design from east of 1-95 Kimley-Horn and Associates $20,150 02-58100-203 to US -1 - On Street Parking Study Service First Processing $25,000 02-58400-444 Commercial Facade Grant T:\AGENDAS, CONSENT AGENDAS, MONTHLY REPORTS\Completed Agenda Item Request Forms by Meeting\CRA Board\FY 2016 - 2017 Board Meetings\April 2017\VIIIB Back Up MINUTES OF THE COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING HELD ON WEDNESDAY, MARCH 15, 2017, AT 6:30 P.M., IN COMMISSION CHAMBERS, CITY HALL, 100 E. BOYNTON BEACH BOULEVARD BOYNTON BEACH, FLORIDA PRESENT: Steven Grant, Chair Mack McCray, Vice Chair Christina Rome►us Justin Katz Joe Casello I. Call to Order Mike Simon, Interim Executive Director Tara Duhy, Board Counsel Chair Grant called the meeting to order at 6:30 p.m. II. Invocation Vice Chair McCray gave the invocation. Chair Grant led the Pledge of Allegiance to the Flag_ 111. Roll Call A quorum was present. IV. Agenda Approval A. Additions, Deletions, Corrections to the Agenda Chair Grant requested moving item 13B and 14C before XIII. Old Business. Motion Vice Chair McCray moved to approve as amended. Ms. Romelus seconded the motion that unanimously passed. B. Adoption of Agenda V. Legal Tara Duhy, Board Counsel, distributed a quick update on legislation moving through Tallahassee that would impact CRAs. Anyone with questions should contact her. Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15, 2017 VI. Informational Items and Disclosures by Board Members and CRA Staff: A. Disclosure of Conflicts, Contacts, and Relationships for Items Presented to the CRA Board on Agenda Items Mr. Katz had no disclosures or announcements. Vice Chair McCray thanked all for their participation in the voting process and announced another round to go. He thanked all and was grateful for the outcome. Ms. Romelus congratulated Vice Chair McCray on his initial election victory. Mr. Casello congratulated all the candidates that ran in District 11 on a great and civil campaign based on facts. He attended the Coalition of Boynton West Residential Association meeting and met with Bonnie Miskel and Davis Camalier. Chair Grant met with Andrew Podray from Casa Costa earlier in the day, the owners of Master Craft and went to Soul Baker, in Ocean Palms Plaza. B. Informational Announcements VII. Announcements & Awards A. 3rd Annual Boynton Beach Blarney Bash Mercedes Copans, Special Events Coordinator, announced the 3`d Annual Barney Bash to be held on March 171�, from 6 p.m. to 10 p.m. on E. Ocean Avenue. Ocean Avenue will be closed between NE 1st Street and Seacrest Boulevard. The Avenue will be lined with merchandise vendors, CRA merchants and Bailey Blendz. Live music will be provided by steampunk band Clockwork Knotwork and Celtic Mayhem. There will also be a performance by Aranmore Academy of Irish Dance. Craft beer from Due South, Copperpoint and Devour Breweries will be available. Food is available from the Food Truck Invasion and Green is the theme. Patrons are encouraged to dress festively and youth and adults can enter the Shamrock Costume Contest. The event is rain or shine. (Ms. Romelus left the dais at 6:36 p.m.) B. Movies in the Park Ms. Copans announced the next Movies in the Park will be April 7th featuring Hop, an animated PG comedy, starting at 8 p.m. instead of 7 p.m., due to the time change. Food vendors will be on site and movie goers will be entered into a raffle to win gift certificates from local CRA merchants. 2 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15, 2017 C. Career Expo at Carolyn Sims Center Thursday, March 23, 2017 from 8:30 a.m. — 12:00 p.m. sponsored by the CRA and CareerSource Mr. Simon announced this event has a long list of potential employers, which he read. He congratulated Bonnie Nicklien for her efforts on the Expo. It was noted this event was advertised in the community and in the City water bills mailed to customers. It was hoped people would be placed and Mr. Simon requested all spread the word. (Ms. Romelus returned 6:38 p.m.) Mr. Casello suggested the Expo be staggered in the future to include evenings. VIII. Consent Agenda A. Approval of Period Ended Feb. 28, 2017 Financial Report B. Monthly Purchase Orders C. Approval of CRA Board Meeting Minutes — Feb. 14, 2017 D. Approval of Service First Processing, Inc. for Commercial Fapade Improvement Grant Program E. Approval of Service First Processing, Inc. for Commercial Construction Permit Incentive Program IX. Pulled Consent Agenda Items: None. Motion Mr. Katz moved to approve the Consent Agenda. Vice Chair McCray seconded the motion that unanimously passed. X. Information Only A. Public Comment Log B. Marketing and Business Development Campaign XI. Public Comments: (Note: Comments are limited to 3 minutes in duration) None. XII. Public Hearing: None 3 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15, 2017 XIII. B. Consideration of Special Events Grant Payment for Application submitted by Boynton Beach Dr. Martin Luther King, Jr. Celebration Committee (Heard out of order) Greg Murphy, MLK Jr. Celebration Committee, commented Susan Harris, CRA Finance Director, advised the grant payment had to come before the Board for approval. Chair Grant favored the MLK Committee becoming their own legal entity so the Board could issue checks to the Committee. Mr. Murphy thought at one time it was entertained and he agreed to bring the issue to the Committee. Vice Chair McCray recalled funds for the MLK Committee had been funneled through the City. Mr. Murphy was aware the MLK Committee started out with its own account, but it was later dissolved and monies were channeled through the City. Chair Grant thanked him and the Committee for the great work and commented the event was a success in spite of the rain. Mr. Murphy thanked all, especially Ms. Copans, who did an outstanding job. Mr. Casello thought it was in the best interest of the City and CRA if the Committee formed a legal entity versus the status quo. Attorney Duhy explained it is legal, but becoming a legal entity may make payment more efficient. Motion Vice Chair McCray moved to approve. Ms. Romelus seconded the motion that unanimously passed. XIV. C. Consideration of Approval of Costa Center, LLC's Performance Audit for Year Ending December 31, 2016 for the Casa Costa Project (Heard out of order) Mr. Simon explained the performance audit for Casa Costa Center LLC, which occupies the commercial space in the Casa Costa building, under the DIFA agreement is required to provide the CRA with the annual performance audit. Once reviewed, the next step is to bring approval of the payment to the CRA Board. He noted this was year seven of a 10 -year DIFA and the amount to be approved is $539,163. Mr. Casello saw a different amount and learned two payments were made and the meeting materials provided a history. Motion Vice Chair McCray moved to approve. Mr. Katz seconded the motion. Mr. Casello asked if the 19,000 square feet of commercial space included the rooms that are considered like a hotel or if it pertained strictly to the storefronts and learned it was for the commercial bays within the development. At this time approximately 2,000 square feet is rented. Mr. Casello asked what was the most they had rented in the last six years. Mr. Simon did not know and commented it fluctuates year-to-year. Mr. 4 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15, 2017 Casello commented the only requirement for the DIFA is to make an effort to rent so many square feet under fair market value. Mr. Simon explained the idea was to make it an affordable commercial space to be marketed as such. This was an early version of the DIFA trying to incentivize development and since then, the Board is supportive of all the protections the Board wants to implement in future agreements. He gave kudos to legal and staff over the years for trying to learn from past experiences to protect their interests without driving development away. He noted there is a balance. Vote The motion unanimously passed. On a different matter, Vice Chair McCray received a memo there is an employee retiring and an in-house promotion, He thought staff should address it. Motion Vice Chair McCray moved tc reconsider the agenda. Mr. Casello seconded the motion that unanimously passed. Mr. Simon announced he received a letter from Susan Harris resigning after a successful 10 -year journey with the CRA. She has been an outstanding member of the staff with eight plus years of clean audits which is something other CRAs would want to model. Ms. Harris has been a good friend and mentor. Staff has been preparing for her retirement and extended an offer to Vicki Hill to take over the position effective June 1St which is Ms. Harris's last day. This is to give time to provide for the transition and interview for a finance specialist. Mr. Casello appreciated her work to ensure all audits were clean and looked forward to Ms. Hill coming on Board. Ms. Romelus thanked Ms. Harris for her assistance, guidance and dedication. XII. Old Business A. Consideration of Purchase and Development Agreement for the CRA owned property located at 222 N. Federal Highway, a/k/a the Ocean One Project Mr. Simon explained this item returned to the Board after a CRA Advisory Board review. The document is the most recent and acceptable version to the Ocean One, LLC development team. The purchase price of the property is $10 and the closing date is 30 days from Site Plan approval by the City Commission which would be at the end of April 2017. The developer offered to provide the CRA with a special warranty deed to protect the Agency if the project did not take place within a two-year period and improve the existing CRA property to a public plaza, irrigated the site with landscaping and a 5 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15, 2017 sidewalk during the time in which they would be waiting to start construction. There is a two-year window and all indications with the team is they are excited to break ground. They are in the Site Plan approval process now. He commented the CRA Advisory Board recommendations were supplied on the agenda cover and backup. Linda Cross, 65 Casa Loma Blvd, Boynton Beach, explained it is within CRA's mission to eliminate slum and blight and for the CRA to give the property to the developer for $10. The Advisory Board supports it. She noted normally when there is a closing date, the CRA does not turn over the property until constructing financing is approved. This request was to obtain the property 30 days from site plan approval. The Advisory Board thought there was not enough protection to the City if the CRA sells it to the developer for $10 and they do not build, The developer could sell the property. She thought a lien should be placed on the property until construction was finished or offer the CRA a right of first refusal if they want to sell the property. One thing the CRA Advisory Board felt would bring more economic development was the phase II hotel site. The Advisory Board thought the developer should provide several letters of intent or develop phase II first as the hotel will provide more jobs. The last issue they had was to provide additional p;sblic parking on the site or nearby in the Town Square area equivalent to the value of the property which is $460,000. The Board wanted to ensure a financing commitment was in place prior to turning over the property. Mr. Casello asked about the special warranty deed. Mr. Simon explained it is a mechanism to secure an action and a good legal method for enforcing or allowing it to be known there is an expectation within the two-year period, that if not constructed, it would be recognized, as part of the deed, that it needs to be done as part of the transfer. Currently there is no approval in the contract that allows for a transfer with or without approval. Bonnie Miskel, on behalf of the developer and property owner, explained her client attempted to develop the site and had an understanding with the former CRA about the terms. In 2007, they moved forward and had paid for construction drawings which were nearly $1 million and the deal fell through. The reason this was crafted differently was because the developer spent nearly half a million on the site plan, and if the Board decided they did not want to allow the project, the site plan would be invalid. The owner was not willing to spend another million dollars and put it at risk unless he closed on the site and knows the property is there for development. Attorney Miskel also commented the developer agreed to build a public parking plaza until they break ground. While negotiating this, the question arose what would the CRA use the land for as it is a narrow property which was further narrowed by the expansion of Federal Highway and Boynton Beach Boulevard. The concept of a public plaza area was suggested and they incorporated it into the document to assure the CRA, if the project was not built timely, there would be a public plaza area. If there was any transfer, there would be a transfer of the value of the public plaza. They felt they were protecting the public by inserting it which is an innovative approach. They can close on 6 St. John Church / Roundstone Development Summary for Redevelopment of 700 N. Seacrest Blvd. 3/30/17 Option 1 F inancin� • We (the partnership that will own the property and buildings) secure a permanent loan from HUD under the 221(d)(4) program. • We secure a construction loan from the Palm Beach County Housing Finance Authority (HFA) using Tax —Exempt bonds. • We secure non-competitive 4% Housing Tax Credits from the Florida Housing Finance Corporation that we sell to an equity investor. • The CRA would provide the property up front a $1 Million community investment and an annual TIF investment of $450,000 per year for twenty years. • The CRA would sell the land to the Church for $10. ® The City would give us the utility credits that the property already qualifies for as well as waive all impact fees. • The City would still be paid all building permit fees. ® The City and County would still be paid full property taxes (about $110,000 per year). • This would be a true non-competitive development which could move forward promptly with no "lottery" uncertainties. Ownership Structure • Roundstone will form a limited partnership that will own the land and the buildings. • Roundstone will be the managing general partner (70% of GP interest). St. John will be a co -general partner (30% of GP interest). • Roundstone will be the initial limited partner. • Roundstone will invest about $1,300,000 up front into the development: 1. Architects and Engineers 405,000 2. Building permits 117,998 3. Surveyor and Phase I ESA 21,825 4. Accounting, Appraisal, Mkt Study 31,165 5. HUD and TE Bond Fees and Deposits 600,342 6. Tax Credit Fees 82,699 7. Real Estate Taxes 29,451 • Roundstone will sell the limited partner interest to an investor limited partner which will invest about $7,191,000 of capital into the partnership. Roundstone will be reimbursed it's equity out of the investor limited partner's capital contribution. • Permanent sources of cash to build the development are as follows: HUD 221(d)(4) Loan 13,000,000 • Limited Partner Capital - 7,191,000 • CRA 1,000,000 • Roundstone and St. John Church 351,000 21,542,000 • The investor limited partner has to stay in the development for 15 years to earn back their investment. If, for some unforeseen reason, the Church fails to keep the property running properly the limited partner has the right to take control. r BOYNTON CRA .'BEA H CRA BOARD MEETING OF: April 11, 2017 Consent Agenda I I Old Business I I New Business I I Legal I I Information Only AGENDA ITEM: VII.A. SUBJECT: The 3rd Annual Boynton Beach Blarney Bash Recap SUMMARY: • On Friday, March 17, 2017, the Boynton Beach CRA hosted the 3rd Annual Boynton Beach Blarney Bash at the Ocean Avenue Amphitheatre. • The festivities started at 6:00 P.M. and ended at 10:00 P.M. • The event attracted a wide demographic of patrons to the downtown area. According to surveys that were conducted at the event, many of the event attendees live in Boynton Beach and learned about the event from print advertisements and the event signs that were located throughout the city. • There were 18 retail vendors including two businesses from the CRA District: Bailey's Blendz and Dianett's Art Lounge. The feedback that we received from vendors was overwhelmingly positive. • The event featured live music and entertainment from Clockwork Knotwork, Celtic Mayhem, and the Aranmore Academy of Irish Dance. • Food options were provided by Food Truck Invasion, including Hurricane Alley's Chowder Truck. • Craft beer selections were available on tap from local Boynton Beach Breweries: Due South, Copperpoint, and Devour. • Overall we have received positive feedback regarding the family -friendly event. • Event Photos (Exhibit A) FISCAL IMPACT: FY 2016 — 2017 Budget, Line item 02-58500-480 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Unless otherwise offered by the CRA Board, a motion is not required at this time <�z1 Mercedes Cop in, Special Events Coordinator EXHIBIT B: ?anc�r ��'larks *1W BOYNTON BEACH , RA 01-1 BOYNTO C RA .''BEACH CRA BOARD MEETING OF: April 11, 2017 Consent Agenda I I Old Business I I New Business I I Legal I I Information Only AGENDA ITEM: VII.B. SUBJECT: Movies in the Park SUMMARY: • On May 5, 2017, the Boynton Beach CRA will feature the movie Hidden Figures, at the Ocean Avenue Amphitheatre. • The feature film is rated PG and is categorized as a drama/history. • Movie Synopsis: This movie depicts the true story of three brilliant African-American female mathematicians who were the brains behind one of the greatest missions in the history of NASA. The women who were referred to as "human computers" quickly worked their way up the ranks of NASA as they crossed gender, race, and professional lines that were anything but blurred. This inspirational movie is suitable for viewers of all ages. • This free event will take place at 8:00 P.M. and run until approximately 10:00 P.M. • Benches will be available for seating, but guests are encouraged to bring beach chairs and blankets. f A trailer of select CRA district businesses will be shown prior to the start of the film. • Gift cards donated by selected CRA district businesses will be given away to guests through a drawing after the movie. 0 Food, snacks, and beverages will be available for purchase from vendors. • Free parking is available onsite. • The next Movies in the Park will be on June 2, 2017. The feature film will be School of Rock. • Marketing images (Exhibit A) FISCAL IMPACT: FY 2017-2017 Budget, Line Item 02-58500-480 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Unless otherwise offered by the CRA Board, a motion is not required at this time Mercedes Copp n, tpecial Events Coordinator BOYNTON . BEACH CRA EXHIBIT A: K h J BOYNTO C RA .':BEACH CRA BOARD MEETING OF: April 11, 2017 Consent Agenda I I Old Business I I New Business I I Legal I I Information Only AGENDA ITEM: VII.C. SUBJECT: Music on the Rocks SUMMARY: • On Friday, April 21, 2017 the Boynton Beach CRA presents: Music on the Rocks featuring Runaway Mile, a modern country band, who infuses pop and rock into their music. • This FREE event takes place at the Ocean Avenue Amphitheatre, with live music from 7:00 P.M. to 10:00 P.M. • Food Truck Invasion will start selling food and refreshments at 6:00 PM. • Cocktails and beer will be available for purchase from the mobile bar service. • Free parking is available onsite. • The next Music on the Rocks concert will be on May 19, 2017. The feature band will be the Jeff Harding Band. • Marketing images (Exhibit A) FISCAL IM PACT: FY 2016 — 2017 Budget, Line item 02-58500-480 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Unless otherwise offered by the CRA Board, a motion is not required at this time C Mercedes Co pin, Special Events Coordinator •zig •� '- � �.+'-it `- r� tri., r �,� �6+r.•��- I s 7 - lopm �0DTRJC� 6 -10PM RUNAWAY MILE "Country, Pop Rock" Nov 18th Dec 16th Jan 20th Feb 11th Apr 21st May 19th Jun 16th Hick Back After A Long Day At Work! FREE CONCERT SERIES I OCEAN AVENUE AMPHITHEATRE Enjoy Cocktails, Music & the Food Truck Invasion on the 3rd Friday of each month catchhomon.com L BOYNTOC RA ':BEACH CRA BOARD MEETING OF: April 11, 2017 Consent Agenda I I Old Business I I New Business I I Legal I I Information Only I I CRAAB AGENDA ITEM: VII.D. SUBJECT: Career Expo at Carolyn Sims Center Thursday, March 23, 2017 Recap SUMMARY: The CRA and CareerSource hosted a Career Expo on March 23rd at the Carolyn Sims Center. We received positive responses leading up to the event as a result of our advertising efforts via flyers in the water bills, flyers at various community centers, posts on social media and signage on the day of the event. Career Expo data: 21 businesses in attendance • 141 registered job seekers • Approximately 70 individuals will receive job placements from the event Businesses in attendance provided positive feedback regarding the candidates they met. Many job seekers left with scheduled interviews (see attached photos). All job candidates will be registered with Employ Florida, which is the state of Florida's employment database. All registered job candidates receive an identification code for attending the Expo and CareerSource is then able to track the candidates as they are hired. The CRA and CareerSource plan to join forces again in October 2017 to host a Career Expo. FISCAL IMPACT: N/A CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: N/A Michael Simon, Interim Executive Director Businesses in Attendance: 1. First Transit 2. City of Boynton Beach 3. Publix 4. Home Depot 5. FAU 6. Heartland ManorCare 7. Chic-fil-a 8. Papa Johns 9. Starbucks 10. Walgreens 11. Wells Fargo 12. Express Pros 13. PBC School District 14. TriStaff Staffing 15. Allied Universal 16. A & S Total Cleaning 17. PBS Schools Cafeteria Department 18. Community Caring Center 19. McDonalds 20. Little Cubz Learning Center 21. CareerSource Palm Beach County A r.- -Ivqqr�� MAMA ".- - A .Otfn4hmnu nrtu rai rau COmela APar1010W ' } t rylte0leam 8l � � L k iv r,F 4 . - 1ti��' i� 1 `}.: —+a CR TAff M,M'1Y�� BOYNTON =BEACH,CRA CRA BOARD MEETING OF: April 11, 2017 X1 Consent Agenda I I Old Business I I New Business I I Legal Information Only CRAAB AGENDA ITEM: VIII.A. SUBJECT: Approval of Period Ending March 31, 2017 Financial Report SUMMARY: Monthly budget report to the CRA Board representing the revenues and expenses for the preceding month FISCAL IMPACT: N/A CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan and FY 2016-2017 CRA Budget CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Approve the monthly Financial Report Susan Harris, Finance Director 3-28-2017 12:46 PM BOYNTON BEACH CRA - REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 O1 -GENERAL FUND FINANCIAL SUMMARY % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING REVENUE SUMMARY 29,650 29,650 915.42 6,939.15 3,500.00 19,210.85 64.79 T.I.F.INCOME 10,363,156 10,363,156 0.00 10,721,712.00 0.00 ( 358,556.00) 3.46 - MARINA RENT 6 GRANT INC 1,000,000 1,000,000 ( 1,951.46) 409,556.30 0.00 590,443.70 59.04 INVESTMENT INCOME 0 0 0.00 4,153.50 0.00 ( 4,153.50) 0.00 MISCELLANEOUS 0 0 349.39 5,605.00 0.00 ( 5,605.00) 0.00 OTHER FINANCING SOURCES 668,607 668,607 0.00 0.00 0.00 668,607.00 100.00 TOTAL REVENUES 12,031,763 12,031,763 ( 1,602.07) 11,141,026.80 0.00 890,736.20 7.40 EXPENDITURE SUMMARY LEGISLATIVE 29,650 29,650 915.42 6,939.15 3,500.00 19,210.85 64.79 ADMINISTRATIVE 331,940 331,940 19,629.40 154,943.78 0.00 176,996.22 53.32 FINANCE 208,305 208,305 16,140.54 94,074.93 0.00 114,230.07 54.84 INSURANCES 135,750 135,750 0.00 101,065.00 0.00 34,685.00 25.55 PROFESSIONAL SERVICES 252,000 252,000 7,503.54 73,636.68 45,733.00 132,630.32 52.63 PLANNING 122,673 122,673 324.46 31,565.84 0.00 91,107.16 74.27 BUILDINGS a PROPERTY 505,545 505,545 26,109.79 157,038.62 38,486.20 310,020.18 61.32 MARINA 1,000,000 1,000,000 78,971.66 397,527.21 0.00 602,472.79 60.25 COMMUNICATIONS & TECHNOLO 64,500 64,500 454.32 9,051.73 24,674.00 30,774.27 47.71 CONTINGENCY 100,000 100,000 0.00 0.00 0.00 100,000.00 100.00 MARKETING 112,854 112,854 5,615.84 44,598.84 0.00 68,255.16 60.48 SPECIAL EVENTS 79,611 79,611 4,015.07 36,450.92 0.00 43,160.08 54.21 EMPLOYEE BEBEFITS 336,014 336,014 36,163.46 120,940.22 0.00 215,073.78 64.01 DEBT SERVICE 2,140,220 2,140,220 0.00 2,140,220.00 0.00 0.00 0.00 TRANSFER OUT 6,612,701 6,612,701 0.00 6,612,701.00 0,00 0.00 0.00 TOTAL EXPENDITURES 12,031,763 12,031,763 195,843.50 9,980,753.92 112,393.20 1,938,615.88 16.11 REVENUES OVER/(UNDER) EXPENDITURES 0 0 ( 197,445.57) 1,160,272.88 ( 112,393.20)( 1,047,879.68) 0.00 WN 3-28-2017 12:46 PM 01 -GENERAL FUND BOYNTON BEACH CRA REVENUE & EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET REVENUES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING T.I.F.INCOME 01-41000 T.I.F. COLLECTIONS 10,363,156 10,363,156 0.00 10,721,712.00 0.00 ( 358,556.00) 3.46 - TOTAL T.I.F.INCOME 10,363,156 10,363,156 0.00 10,721,712.00 0.00 ( 358,556.00) 3.46 - MARINA RENT & GRANT INC 01-42115 MARINA RENTS 100,000 100,000 0.00 36,054.00 0.00 63,946.00 63.95 01-42117 MARINA FUEL SALES 900,000 900,000 0.00 373,980.36 0.00 526,019.64 58.45 01-42118 MARINA MISC INCOME 0 0 ( 1,951.46)( 478.06) 0.00 478.06 0.00 TOTAL MARINA RENT & GRANT INC 1,000,000 1,000,000 ( 1,951.46) 409,556.30 0.00 590,443.70 59.04 MARKETING INCOME FESTIVALS & EVENT INCOME INVESTMENT INCOME 0 0 0.00 4,153.50 0.00 ( 4,153.50) 0.00 01-46100 INTEREST INCOME 0 0 0.00 4,153.50 0.00 ( 4,153.50) 0.00 TOTAL INVESTMENT INCOME CONTRIBUTIONS & DONATION MISCELLANEOUS 01-48100 MISCELLANEOUS INCOME 0 0 349.39 5,605.00 0.00 ( 5,605.00) 0.00 TOTAL MISCELLANEOUS 0 0 349.39 5,605.00 0.00 ( 5,605.00) 0.00 OTHER FINANCING SOURCES 01-49100 OTHER FINANCING SOURCES 668,607 668,607 0.00 0.00 0.00 668,607.00 100.00 TOTAL OTHER FINANCING SOURCES 668,607 668,607 0.00 0.00 0.00 668,607.00 100.00 TOTAL REVENUES 12,031,763 12,031,763 ( 1,602.07) 11,141,026.80 0.00 890,736.20 7.40 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE i EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 O1 -GENERAL FUND LEGISLATIVE % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PURCHASED/CONTRACT SERV 01-51010-200 CONTRACTUAL EXPENSE 7,500 7,500 282.50 1,469.00 3,500.00 2,531.00 33.75 01-51010-216 ADVERTISING s PUBLIC NOTI 6,500 6,500 0.00 546.96 0.00 5,953.04 91.59 01-51010-225 ASSOC. MEETINGS 6 SEMINAR 14,500 14,500 80.12 4,139.22 0.00 10,360.78 71.45 01-51010-227 DELIVERY SERVICES 400 400 159.67 379.98 0.00 20.02 5.01 TOTAL PURCHASED/CONTRACT SERV 28,900 28,900 522.29 6,535.16 3,500.00 18,864.84 65.28 SUPPLIES 01-51010-310 OFFICE SUPPLIES TOTAL SUPPLIES 750 750 393.13 403.99 0.00 346.01 46.13 750 750 393.13 403.99 0.00 346.01 46.13 TOTAL LEGISLATIVE 29,650 29,650 915.42 6,939.15 3,500.00 19,210.85 64.79 3-28-2017 12:46 PM O1 -GENERAL FUND ADMINISTRATIVE DEPARTMENTAL EXPENDITURES PERSONNEL SERVICES 01-51230-100 PERSONNEL SERVICES 01-51230-115 CAR ALLOWANCE TOTAL PERSONNEL SERVICES BOYNTON BEACH CRA REVENUE & EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 pURCHASED/CONTRACT SERV 12,400 400 158.83 403.75 0.00 0.00 % OF ORIGINAL BUDGET AMENDED BUDGET MONTHLY ACTIVITY YEAR-TO-DATE BALANCE TOTAL ENCUMBERED UNENCUMBERED BUDGET BALANCE REMAINING 286,270 3,000 289,270 286,270 3,000 289,270 18,442.71 230.76 18,673.47 146,619.68 830.72 147,450.40 0.00 0.00 0.00 139,650.32 2,169.28 141,819.60 48.78 72.31 49.03 pURCHASED/CONTRACT SERV 12,400 400 158.83 403.75 0.00 0.00 11,996.25 3,875.00 96.74 51.43 01-51230-225 ASSOC. MEETINGS & SEMINAR12, 7,535 7,535 320.00 3,660.00 0.00 449.11 89.82 O1-51230-226 MEMBERSHIP DUES 500 500 0.00 50.89 0.00 12,001.00 96.01 01-51230-227 DELIVERY SERVICES 12,500 12,500 150.00 499.00 0.00 28,321.36 65.99 01-51230-229 CAREER DEVELOPMENT 32,935 32,935 628.83 4,613.64 TOTAL PURCHASED/CONTRACT SERV 78.15 1,374.21 0.00 1,125.79 45.03 SUPPLIES O1-51230-310 OFFICE SUPPLIES 2,500 2,500 2,500 0.00 570.31 0.00 1,929.69 2,044.78 77.19 71.00 01-51230-315 POSTAGE 2,500 2,880 2 880 148.95 835.22 0.00 0.00 505.00 83.47 01-51230-340 CELLULAR PHONES 605 605 100.00 100.00 0.00 250.00 100.00 01-51230-355 SUBSCRIPTIONS 250 250 0.00 0.00 0.00 5,855.26 67.03 O1-51230-360 BOOKS 6 PUBLICATIONS 8,735 8,735 327.10 2,879.74 TOTAL SUPPLIES CAPITAL EXPENDITURES 01-51230-400 EQUIPMENT COSTS TOTAL CAPITAL EXPENDITURES DEPRECIATION S AMORT TOTAL ADMINISTRATIVE 1,000 1,000 1,000 1,000 0.00 0.00 0.00 0.00 0.00 0.00 1,000.00 1,000.00 100.00 100.00 331,940 331,940 19,629.40 154,943.78 0.00 176,996.22 53.32 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 01 -GENERAL FUND FINANCE % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PERSONNEL SERVICES 01-51325-100 PERSONNEL SERVICES 181,545 181,545 14,623.76 87,519.59 0.00 94,025.41 51.79 TOTAL PERSONNEL SERVICES 181,545 181,545 14,623.76 87,519.59 0.00 94,025.41 51.79 PURCHASED/CONTRACT SERV 01-51325-200 CONTRACTUAL EXPENSE 250 250 0.00 175.00 0.00 75.00 30.00 01-51325-201 BANK FEES 2,000 2,000 201.71 2,048.26 0.00 ( 48.26) 2.41- 01-51325-225 ASSOC. MEETINGS 6 SEMINAR 10,450 10,450 85.05 236.33 0.00 10,213.67 97.74 01-51325-226 MEMBERSHIP DUES 820 820 0.00 249.00 0.00 571.00 69.63 01-51325-227 DELIVERY COSTS 500 500 99.41 170.78 0.00 329.22 65.84 01-51325-229 CAREER DEVELOPMENT 5,000 5,000 959.87 959.87 0.00 4,040.13 80.80 TOTAL PURCHASED/CONTRACT SERV 19,020 19,020 1,346.04 3,839.24 0.00 15,180.76 79.81 SUPPLIES 01-51325-310 OFFICE SUPPLIES 2,500 2,500 69.30 510.64 0.00 1,989.36 79.57 01-51325-340 CELLULAR PHONES 1,440 1,440 101.44 519.20 0.00 920.80 63.94 01-51325-355 SUBSCRIPTIONS 1,300 1,300 0.00 11099.00 0.00 201.00 15.46 01-51325-360 BOOKS 6 PUBLICATIONS 700 700 0.00 0.00 0.00 700.00 100.00 01-51325-365 OFFICE PRINTING COSTS 300 300 0.00 587.26 0.00 ( 287.26) 95.75 - TOTAL SUPPLIES 6,240 6,240 170.74 2,716.10 0.00 3,523.90 56.47 CAPITAL EXPENDITURES 01-51325-400 EQUIPMENT COSTS 1,500 1,500 0.00 0.00 0.00 1,500.00 100.00 TOTAL CAPITAL EXPENDITURES 1,500 17500 0.00 0.00 0.00 1,500.00 100.00 DEPRECIATION 6 AMORT TOTAL FINANCE 208,305 208,305 16,140.54 94,074.93 0.00 114,230.07 54.84 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 O1 -GENERAL FUND INSURANCES OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PURCHASED/CONTRACT SERV O1-51410-213 GENERAL PROPERTY COVERAGE 135,750 135,750 0.00 101,065.00 0.00 34,685.00 25.55 TOTAL PURCHASED/CONTRACT SERV 135,750 135,750 0.00 101,065.00 0.00 34,685.00 25.55 TOTAL INSURANCES 135,750 135,750 0.00 101,065.00 0.00 34,685.00 25.55 -A- E9'ZS Z£'OE9'ZET 00'EEL'SV 89'9£9'EL 65' E05' L 000' ZSZ 000' ZSZ S3OIAdas TdN0ISS3.3O2id Td,LOS E9'ZS Z£'OE9'ZET 00'EEL'SV 89'9E9'EL VS'£OS'L EO'T 00'SST 00'EL8'ET 00'ZL6 00'VTT LT'ZV 08'99T'ZV 00'000'82 OZ'VE8'6Z 00'TE6'V Z6'99 ZS'60E'06 00'098'£ BV'OE8'ZV VS'BSV'Z 000'ZSZ 000'ZSZ 000'ST 000'ST 000'OOT 000'OOT 000'LET 000'LET ONINIVNali 30tr4'ivEl aaHaE gnDN3 30Nvrruu T.LIAIIDV Z39QfIH 3.39afIH Q32i3Hxn:)N3Nn 'IYS.O.L alva-OS-vva)x x'THSNOi4 Q3QN3WK 30 5390:f1H TaNlolxo ATI3S 10V?UKOO/O3S`dHDIUld rIV101 SZSO0 davis ILIO VOZ-OZVTS-TO Td`J3'I S0d2i3.NO0 TOZ-OZVTS-TO 3SN3dX3 `PdfuoytllNOO OOZ-OZVTS-TO MRS 12)-;n SNOO/Q3SVH3Und SM&UIQN3dX3 'IKLN3ALUVd3Q S30IALi3S TdN0ISS&i0'dd ONfL3 gVHaN39- TO LTOZ 'SSTE HOWki :30 SV waiianyNn) Ldodad sa,& iIQN3dX3 9 3IIN3AaE VUD H0'd3H NOIL UGH Wd 9V: ZT LTOZ-BZ-E 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE & EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 O1 -GENERAL FUND PLANNING % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PERSONNEL SERVICES 104,313 104,313 0.00 30,270.56 0.00 74,042.44 70.9 01-51440-100 PERSONNEL SERVICES 104,313 0.00 30,270.56 0.00 74,042.44 70.98 TOTAL PERSONNEL SERVICES 104,313 PURCHASED/CONTRACT SERV 4,820 0.00 0.00 0.00 4,820.00 100.0 01-51440-225 ASSOC. MEETINGS 6 SEMINAR 4,820 0.00 0.00 0.00 2,100.00 100.00 01-51440-226 MEMBERSHIP DUES 2,100 2,100 300 31.21 92.45 0.00 207.55 69.18 01-51440-227 DELIVERY SERVICES 300 4,300 0.00 0.00 0.00 4,300.00 100.00 01-51440-229 CAREER DEVELOPMENT 4,300 11,520 31.21 92.45 0.00 11,427.55 99.20 TOTAL PURCHASED/CONTRACT SERV 11,520 SUPPLIES 1,500 1,500 69.30 445.97 0.00 1,054.03 70. 01-51440-310 OFFICE SUPPLIES 900 0.00 181.11 0.00 718.89 79.88 HON O1-51440-340 CELLULAR PHONES 900 87.95 439.75 0.00 2,200.25 83.34 01-51440-355 SUBSCELLCRIPTI 2,640 2,640 0.00 300.00 100.00 01-51440-360 BOOKS & PUBLICATIONS 300 300 1,500 6 .00 136 .00 .00 136.00 6 0.00 1,364.00 90.93 01-51440-365 OFFICE PRINTING COSTS 1,500 61840 293.25 1,202.83 0.00 5,637.17 82.41 TOTAL SUPPLIES 6,840 CAPITAL EXPENDITURES DEPRECIATION S AMORT TOTAL PLANNING 122,673 122,673 324.46 31,565.84 0.00 91,107.16 74.27 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE & EXPENDITURES REPORT (UNAUDITED) 01 -GENERAL FUND AS OF: MARCH 31ST, 2017 BUILDINGS & PROPERTY % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PURCHASED/CONTRACT SERV 01-51620-200 CONTRACTUAL EXPENSE 3,045 3,045 308.91 922.82 0.00 2,122.18 69.69 01-51620-201 PROPERTY TAXES & ASSOC. D 75,000 75,000 2,200.93 11,747.25 0.00 63,252.75 84.34 01-51620-205 RENTAL OF OFFICES 97,500 97,500 7,457.53 51,423.17 0.00 46,076.83 47.26 01-51620-208 EQUIPMENT LEASES 20,000 20,000 728.98 5,930.05 16,442.33 ( 2,372.38) 11.86- 01-51620-209 PROPERTY MAINTENENCE COST 265,000 265,000 11,673.01 77,528.30 22,043.87 165,427.83 62.43 01-51620-224 SIGNAGE 15,000 15,000 2,572.00 3,691.89 0.00 11,308.11 75.39 TOTAL PURCHASED/CONTRACT SERV 475,545 475,545 24,941.36 151,243.48 38,486.20 285,815.32 60.10 SUPPLIES 01-51620-325 ELECTRICITY COSTS 15,000 15,000 862.32 4,068.59 0.00 10,931.41 72.88 01-51620-326 WATER CHARGES 15,000 15,000 306.11 1,726.55 0.00 13,273.45 88.49 TOTAL SUPPLIES 30,000 30,000 1,168.43 5,795.14 0.00 24,204.86 80.68 CAPITAL EXPENDITURES DEPRECIATION S AMORT TOTAL BUILDINGS 6 PROPERTY 505,545 505,545 26,109.79 157,038.62 38,486.20 310,020.18 61.32 -9- 3-28-2017 12:46 PM O1 -GENERAL FUND MARINA BOYNTON BEACH CRA REVENUE & EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 CAPITAL EXPENDITURES TOTAL MARINA 1,000,000 11000,000 78,971.66 397,527.21 0.00 602,472.79 60.25 % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PURCHASED/CONTRACT SERV 01-51630-200 CONTRACTUAL 500 500 0.00 450.00 0.00 50.00 10.00 01-51630-209 PROPERTY MAINTENENCE 30,000 30,000 141.08 2,199.88 0.00 27,800.12 92.67 01-51630-241 MARINA FUEL MANAGEMENT 176,435 176,435 14,702.92 88,217.52 0.00 88,217.48 50.00 01-51630-242 MARINE FUEL STATION OVERH 29,500 29,500 2,587.82 12,381.17 0.00 17,118.83 58.03 TOTAL PURCHASED/CONTRACT SERV 236,435 236,435 17,431.82 103,248.57 0.00 133,186.43 56.33 SUPPLIES 01-51630-310 OFFICE SUPPLIES 1,000 1,000 0.00 260.51 0.00 739.49 73.95 01-51630-325 ELECTRIC COSTS 8,100 8,100 438.99 2,125.90 0.00 5,974.10 73.75 01-51630-326 WATER COSTS 5,400 5,400 2,052.41 3,395.04 0.00 2,004.96 37.13 01-51630-327 GASOLINE & DEISEL FUEL PU 737,065 737,065 57,966.72 284,767.60 0.00 452,297.40 61.36 01-51630-328 MARINA DIESEL SALES TAX 12,000 12,000 1,081.72 3,729.59 0.00 8,270.41 68.92 TOTAL SUPPLIES 763,565 763,565 61,539.84 294,278.64 0.00 469,286.36 61.46 CAPITAL EXPENDITURES TOTAL MARINA 1,000,000 11000,000 78,971.66 397,527.21 0.00 602,472.79 60.25 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE & EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 O1 -GENERAL FUND COMMUNICATIONS S TECHNOLO % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PURCHASED/CONTRACT SERV 01-51650-200 CONTRACTUAL EXPENSE 3,000 3,000 0.00 0.00 0.00 3,000.00 100.00 01-51650-210 CITY IT SUPPORT 27,000 27,000 0.00 0.00 24,674.00 2,326.00 8.61 01-51650-211 COMPUTER SOFTWARE 6 LICEN 3,500 3,500 0.00 599.99 0.00 2,900.01 82.86 01-51650-212 FINANCIAL SOFTWARE MAINTE 14,000 14,000 0.00 2,970.00 0.00 11,030.00 78.79 TOTAL PURCHASED/CONTRACT SERV 47,500 47,500 0.00 3,569.99 24,674.00 19,256.01 40.54 SUPPLIES 01-51650-330 TELEPHONE LINES 8,000 8,000 400.83 2,496.41 0.00 5,503.59 68.79 TOTAL SUPPLIES 8,000 8,000 400.83 2,496.41 0.00 5,503.59 68.79 CAPITAL EXPENDITURES 01-51650-400 EQUIPMENT COSTS 9,000 9,000 53.49 2,985.33 0.00 6,014.67 66.83 TOTAL CAPITAL EXPENDITURES 9,000 9,000 53.49 2,985.33 0.00 6,014.67 66.83 TOTAL COMMUNICATIONS 6 TECHNOLO 64,500 64,500 454.32 9,051.73 24,674.00 30,774.27 47.71 -Zl- OO"OOT 00'000'001 00'0 00'0 00'0 000'OOT 000'001 x0Na9NIINOO 'PdIOI 00' OOT 00,000,00T 00' 0 00,0 00' 0 000' OOT 000,001 AdHS IZ)V'dINOO/aaSVH3i Md gVIOI 00' OOT 00'000'OOT 00'0 00'0 007 000'OOT 000'OOT HmSaxa 'IKnL:)TdLNOO OOZ-06615-10 AldaS IZ)VdXNOO/QaS`dHO Md 9NINIVKau a0N`dm (ia)iaBWnONa aONvrivH xIIAIIOV IaJQ11H Ia9ana aaxaHwn0NaNfl 'IK,iol aiva-Ol-2i'dax x'IHINOW aaaNaKv 30 % Ia9ans smmiIaNaaxa ItiIN3WS�idaa rivNI9IUO xoxaDNllNoo aNna TvHaxao- T o LTOZ 'IST£ HOUVK =30 SY (aalIanKNfl) idodau SaiinSIO:Nadxa 9 anNaAaa - VdO HOKSH NOINAOH PO 9U:ZT LTOZ-BZ-E 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 O1 -GENERAL FUND MARKETING % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PERSONNEL SERVICES 01-57400-100 PERSONNEL SERVICES 60,159 60,159 4,695.00 29,639.54 0.00 30,519.46 50.73 TOTAL PERSONNEL SERVICES 60,159 60,159 4,695.00 29,639.54 0.00 30,519.46 50.73 PURCHASED/CONTRACT SERV 01-57400-216 ADVERTISING 6 PUBLIC NOTI 61000 6,000 0.00 0.00 0.00 6,000.00 100.00 01-57400-218 ANNUAL REPORT & BROCHURES 5,000 5,000 0.00 930.00 0.00 4,070.00 81.40 01-57400-225 ASSOC. MEETINGS & SEMINAR 5,900 5,900 81.54 130.85 0.00 5,769.15 97.78 01-57400-226 MEMBERSHIP DUES 5,250 5,250 0.00 1,100.00 0.00 4,150.00 79.05 01-57400-227 DELIVERY SERVICES 4,000 4,000 0.00 52.98 0.00 3,947.02 98.68 01-57400-229 CAREER DEVELOPMENT 1,800 1,800 0.00 0.00 0.00 1,800.00 100.00 01-57400-236 PHOTOGRAPHY / VIDEOS 15,000 15,000 0.00 10,535.00 0.00 4,465.00 29.77 TOTAL PURCHASED/CONTRACT SERV 42,950 42,950 81.54 12,748.83 0.00 30,201.17 70.32 SUPPLIES 01-57400-310 OFFICE SUPPLIES 1,500 1,500 69.30 390.97 0.00 1,109.03 73.94 01-57400-340 CELLULAR PHONES 720 720 60.00 312.00 0.00 408.00 56.67 01-57400-355 SUBSCRIPTIONS 1,325 1,325 0.00 797.50 0.00 527.50 39.81 01-57400-360 BOOKS 6 PUBLICATIONS 200 200 0.00 0.00 0.00 200.00 100.00 01-57400-365 OFFICE PRINTING COSTS 6,000 6,000 710.00 710.00 0.00 5,290.00 88.17 TOTAL SUPPLIES 9,745 9,745 839.30 2,210.47 0.00 7,534.53 77.32 DEPRECIATION & AMORT TOTAL MARKETING 112,854 112,854 5,615.83 44,598.84 0.00 68,255.16 60.48 3-28-2017 12:46 PM 01 -GENERAL FUND SPECIAL EVENTS ORIGINAL DEPARTMENTAL EXPENDITURES BUDGET BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 % OF AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PERSONNEL SERVICES 01-57500-100 PERSONNEL SERVICES 47,741 47,741 3,846.20 26,380.21 0.00 21,360.79 44.74 TOTAL PERSONNEL SERVICES 47,741 47,741 3,846.20 26,380.21 0.00 21,360.79 44.74 PURCHASED/CONTRACT SERV 01-57500-225 ASSOC. MEETINGS 6 SEMINAR 6,100 6,100 0.00 203.13 0.00 5,896.87 96.67 01-57500-226 MEMBERSHIP DUES 500 500 0.00 450.00 0.00 50.00 10.00 01-57500-229 CAREER DEVELOPMENT 2,500 2,500 0.00 0.00 0.00 2,500.00 100.00 TOTAL PURCHASED/ CONTRACT SERV 9,100 9,100 0.00 653.13 0.00 8,446.87 92.82 SUPPLIES 01-57500-310 OFFICE SUPPLIES 1,500 1,500 69.28 425.20 0.00 1,074.80 71.65 01-57500-340 CELLULAR PHONES 720 720 60.00 192.00 0.00 528.00 73.33 01-57500-355 SUBSCRIPTIONS 250 250 0.00 0.00 0.00 250.00 100.00 01-57500-360 BOOKS 6 PUBLICATIONS 300 300 0.00 0.00 0.00 0.00 300.00 2,152.80 100.00 77.72 TOTAL SUPPLIES 2,770 2,770 129.28 617.20 CAPITAL EXPENDITURES 01-57500-400 EQUIPMENT & EVENTS SUPPOR 20,000 20,000 39.59 8,800.38 0.00 11,199.62 56.00 TOTAL CAPITAL EXPENDITURES 20,000 20,000 39.59 8,800.38 0.00 11,199.62 56.00 DEPRECIATION S AMORT TOTAL SPECIAL EVENTS 79,611 79,611 4,015.07 -14- 36,450.92 0.00 43,160.08 54.21 3-28-2017 12:46 PM 01 -GENERAL FUND EMPLOYEE BEBEFITS ORIGINAL DEPARTMENTAL EXPENDITURES BUDGET BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 9 OF AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PERSONNEL SERVICES 01-59000-151 F.I.C.A. 42,104 42,104 2,579.68 19,838.01 0.00 22,265.99 52.88 01-59000-152 MEDICARE 9,847 9,847 592.49 4,505.82 0.00 5,341.18 54.24 01-59000-153 RETIREMENT PLAN 401(a) 133,479 133,479 26,462.00 55,705.00 0.00 77,774.00 58.27 01-59000-154 WORKERS COMP INSURANCE 2,500 2,500 2,085.09 2,085.09 0.00 414.91 16.60 01-59000-155 HEALTH INSURANCE 99,000 99,000 4,010.70 35,743.35 0.00 63,256.65 63.90 01-59000-156 DENTAL INSURANCE 4,050 4,050 199.98 1,433.19 0.00 2,616.81 64.61 01-59000-157 LIFE INSURANCE 1,350 1,350 47.25 294.63 0.00 1,055.37 78.18 01-59000-158 SHORT / LONG TERM DISABIL 3,144 3,144 165.27 1,184.63 0.00 1,959.37 62.32 01-59000-159 UNEMPLOYMENT CHARGES 5,000 5,000 0.00 0.00 0.00 5,000.00 100.00 01-59000-160 VISION INSURANCE 540 540 21.00 150.50 0.00 389.50 72.13 01-59000-161 COMPENSATED ABSENSES 35,000 35,000 0.00 0.00 0.00 35,000.00 100.00 TOTAL PERSONNEL SERVICES 336,014 336,014 36,163.46 120,940.22 0.00 215,073.78 64.01 TOTAL EMPLOYEE BEBEFITS 336,014 336,014 36,163.46 -15- 120,940.22 0.00 215,073.78 64.01 3-28-2017 12:46 PM O1 -GENERAL FUND DEBT SERVICE ORIGINAL DEPARTMENTAL EXPENDITURES BUDGET DEBT SERVICE BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 % OF AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING OTHER FINANCING USES 01-59800-990 TRANS OUT TO DEBT SERVICE 2,140,220 2,140,220 0.00 2,140,220.00 0.00 0.00 0.00 TOTAL OTHER FINANCING USES 2,140,220 2,140,220 0.00 2,140,220.00 0.00 0.00 0.00 TOTAL DEBT SERVICE 2,140,220 2,140,220 0.00 2,140,220.00 0.00 0.00 0.00 3-28-2017 12:46 PM 01 -GENERAL FUND TRANSFER OUT ORIGINAL DEPARTMENTAL EXPENDITURES BUDGET BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 % OF AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING OTHER FINANCING USES 01-59999-990 INTERFUND TRANSFERS OUT 6,612,701 6,612,701 0.00 6,612,701.00 0.00 0.00 0.00 TOTAL OTHER FINANCING USES 6,612,701 6,612,701 0.00 6,612,701.00 0.00 0.00 0.00 TOTAL TRANSFER OUT 6,612,701 6,612,701 0.00 6,612,701.00 0.00 0.00 0.00 TOTAL EXPENDITURES 12,031,763 12,031,763 195,843.50 9,980,753.92 112,393.20 1,938,615.88 16.11 REVENUES OVER/(UNDER) EXPENDITURES 0 0 ( 197,445.57) 1,160,272.88 ( 112,393.20)( 1,047,879.68) 0.00 -at 00'0 (6V'6T6'968'£ )(ES"SLB'OTE'T ) ZO'S6L'LOZ'S (LZ'V00'9ZB ) 0 0 LV 69 E£ 659 99Z 19 ES SL8 OT£ T VT VZ9 EVV'T ZV 8SV'8Z8 VST TZO 6 VST'TZO'6 6L'OT ZS'OTO'EOT 9Z"L£8'TLV ZZ'ZST'OBE TZ'98Z'VV 000'SS6 000'SS6 VS'V9 06*869'SSE'T OO-EEV'8Z OT'BSV'9TL ET'LOL'ST9 069'OOT'Z 069'OOT'Z 9E'06 SL'EST'TVT'V LZ'SSL'SLT 86'VV0'E9Z LL"6ZZ'8VT VS6'ZBS'V V56'ZBS'V EZ'BV 91'T6L'999 00'OS8'TE9 V8'896'E8 TE'SEZ'OZ OT9'Z8£'T OT9'Z8E'T LZ 9ZY V8 VEL'69E'Z 00,0 9T 6TV TS9 9 ST VSV Z VST TZO'6 VST'TZO'6 OL'9Z 00'£SV'80V'Z 00'0 00'TOL'ZT9'9 0070 VST'TZO'6 VST'TZO'6 00'0 (00'OOZ ) 00'0 00'OOZ 00'OOZ 0 0 00'0 (LV'Z69'V ) 00'0 LV'Z69'V 00'0 0 0 00'0 (69-SZ8'EE ) 00'0 69'SZB'EE ST'VSZ'Z 0 0 axaaEKriONs aONVIIVH XIIAISO'd Sa)QRH SaoafiE 9xINI` Ka?i aONvrivH Sa9QRH QaHaEa4nONatin 'IKSOS alvci-OS-2IVU. x'IHLNOW QHQN3xv 'PdNI9I'do ao % LTOZ 'ISTE HOUVN :aO SK (Qa,LIQnVNn) Iaodald SHLinSIQNadXH 9 anNaAZH VHO HOVSH NOZNAoa SaUjUIaxadXH (xHaxn)/d AO Sanxanax S32in.IIQNadxa 'I`iIOS swvuf)oxd aNv sioaroxd SNmiaoaaAaa OID7ONOOa avrisno •rasldvo SaSxadXH 9NIIVHado ax�s atuuiaxadxa SaflxaAa,d avLoL SaouaoS 9NIDXVNId UaHIO Snoami'I'IaoSIw 3wooxi IN31-ZSSANI aKooxI IMaAa 9 S'PdAISSaa xxawms anxanaH x2ididWflS 7VIONVNI3 area sioaroud- zo Wd 9V:ZT LTOZ-BZ-E 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE & EXPENDITURES REPORT (UNAUDITED) 02 -PROJECTS FUND AS OF: MARCH 31ST, 2017 % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET REVENUES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING FESTIVALS 6 EVENT INCOME 02-44100 FESTIVAL G EVENT INCOME TOTAL FESTIVALS & EVENT INCOME INTERGOVERNMENTAL REV INVESTMENT INCOME 02-46100 INTEREST INCOME TOTAL INVESTMENT INCOME MISCELLANEOUS 02-48100 MISCELLANEOUS INCOME TOTAL MISCELLANEOUS 0 0 2,254.15 33,825.69 0.00 ( 33,825.69) 0.00 0 0 2,254.15 33,825.69 0.00 ( 33,825.69) 0.00 0 0 0.00 4,692.47 0.00 ( 4,692.47) 0.00 0 0 0.00 4,692.47 0.00 ( 4,692.47) 0.00 0 0 200.00 200.00 0.00 ( 200.00) 0.00 0 0 200.00 200.00 0.00 ( 200.00) 0.00 OTHER FINANCING SOURCES 02-49100 OTHER FINANCING SOURCES 2,408,453 2,408,453 0.00 0.00 0.00 2,408,453.00 100.00 02-49900 TRANSFERS IN 6,612,701 6,612,701 0.00 6,612,701.00 0.00 0.00 0.00 TOTAL OTHER FINANCING SOURCES 9,021,154 9,021,154 0.00 6,612,701.00 0.00 2,408,453.00 26.70 TOTAL REVENUES 9,021,154 9,021,154 2,454.15 6,651,419.16 0.00 2,369,734.84 26.27 �- 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE & EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 02 -PROJECTS FUND OPERATING EXPENSES % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PURCHASED/CONTRACT SERV 02-58100-202 CONTINGENCY EXPENSE 119,000 119,000 0.00 0.00 0.00 119,000.00 100.00 02-58100-203 CONTRACTUAL EXPENSE 1,100,410 11100,410 11,175.00 26,950.00 625,250.00 448,210.00 40.73 02-58100-207 RENT EXPENSE 13,200 13,200 1,100.00 6,600.00 6,600.00 0.00 0.00 02-58100-213 LEGAL FEES 150,000 150,000 7,960.31 50,418.84 0.00 99,581.16 66.39 TOTAL PURCHASED/CONTRACT SERV 1,382,610 1,382,610 20,235.31 83,968.84 631,850.00 666,791.16 48.23 TOTAL OPERATING EXPENSES 1,382,610 1,382,610 20,235.31 83,968.84 631,850.00 666,791.16 48.23 3-28-2017 12:46 PM 02 -PROJECTS FUND CAPITAL OUTLAY ORIGINAL DEPARTMENTAL EXPENDITURES BUDGET BOYNTON BEACH CRA REVENUE & EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 % OF AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING CAPITAL EXPENDITURES 02-58200-401 BUILDINGS 1,136,607 1,136,607 137,994.65 203,666.47 176,755.35 756,185.18 66.53 02-58200-404 CONSTRUCTION IN PROGRESS 1,098,897 1,098,897 1,202.00 11,662.08 1,999.92 1,085,235.00 98.76 02-58200-405 SITE WORK AND DEMOLITION 550,000 550,000 0.00 2,818.00 0.00 547,182.00 99.49 02-58200-406 INFRASTRUCTURE AND STREET 1,797,450 1,797,450 9,033.12 44,898.43 0.00 1,752,551.57 97.50 TOTAL CAPITAL EXPENDITURES 4,582,954 4,582,954 148,229.77 263,044.98 178,755.27 4,141,153.75 90.36 TOTAL CAPITAL OUTLAY 4,582,954 4,582,954 148,229.77 -21- 263,044.98 178,755.27 4,141,153.75 90.36 3-28-2017 12:46 PM 02 -PROJECTS FUND ECONOMIC DEVELOPMENT ORIGINAL DEPARTMENTAL EXPENDITURES BUDGET BOYNTON BEACH CRA REVENUE & EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 ', OF AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING CAPITAL EXPENDITURES 02-58400-443 DIFA-ECONOMIC DEVELOPMENT 1,300,000 1,300,000 594,509.00 594,509.00 0.00 705,491.00 54.27 02-58400-444 ECONOMIC DEVELOPMENT GRAN 572,000 572,000 0.00 ( 1,400.00) 28,433.00 544,967.00 95.27 02-58400-445 MARKETING INCENTIVES 228,590 228,590 21,198.13 123,349.10 0.00 105,240.90 46.04 TOTAL CAPITAL EXPENDITURES 2,100,590 2,100,590 615,707.13 716,458.10 28,433.00 1,355,698.90 64.54 TOTAL ECONOMIC DEVELOPMENT 2,100,590 2,100,590 615,707.13 716,458.10 28,433.00 1,355,698.90 64.54 -22- 3-28-2017 12:46 PM 02 -PROJECTS FUND PROJECTS AND PROGRAMS BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 TOTAL PROJECTS AND PROGRAMS 955,000 955,000 44,286.21 380,152.22 471,837.26 103,010.52 10.79 -23- % OF ORIGINAL, AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING CAPITAL EXPENDITURES 02-58500-460 COMMUNITY POLICING INNOVA 263,000 263,000 162.74 162.74 262,837.26 0.00 0.00 02-58500-461 CODE ENFORCEMENT 134,000 134,000 0.00 0.00 134,000.00 0.00 0.00 02-58500-462 DISTRICT CLEAN 50,000 50,000 0.00 0.00 0.00 50,000.00 100.00 02-58500-470 COMMUNITY SUPPORT PROJECT 95,000 95,000 0.00 180.00 70,000.00 24,820.00 26.13 02-58500-480 COMMUNITY SPECIAL EVENTS 413,000 413,000 44,123.47 379,809.48 5,000.00 28,190.52 6.83 TOTAL CAPITAL EXPENDITURES 955,000 955,000 44,286.21 380,152.22 471,837.26 103,010.52 10.79 TOTAL PROJECTS AND PROGRAMS 955,000 955,000 44,286.21 380,152.22 471,837.26 103,010.52 10.79 -23- 3-28-2017 12:46 PM 02 -PROJECTS FUND TRANSFER OUT - ASSET TRA DEPARTMENTAL EXPENDITURES BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING OTHER FINANCING USES TOTAL EXPENDITURES 9,021,154 9,021,154 828,458.42 1,443,624.14 1,310,875.53 6,266,654.33 69.47 REVENUES OVER/(UNDER) EXPENDITURES 0 0 ( 826,004.27) 5,207,795.02 ( 1,310,875.53)( 3,896,919.49) 0.00 -24- 3-28-2017 12:46 PM 03 -DEBT SERVICE FINANCIAL SUMMARY REVENUE SUMMARY INVESTMENT INCOME OTHER FINANCING SOURCES TOTAL REVENUES EXPENDITURE SUMMARY DEBT SERVICES TOTAL EXPENDITURES REVENUES OVER/(UNDER) EXPENDITURES BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING 0 0 0.00 335.08 0.00 ( 335.08) 0.00 2,140,220 2,140,220 0.00 2,140,220.00 0.00 0.00 0.00 2,140,220 2,140,220 0.00 2,140,555.08 0.00 ( 335.08) 0.02- 2,140,220 2,140,220 256,582.34 256,445.10 0.00 1,883,774.90 88.02 2,140,220 2,140,220 256,582.34 256,445.10 0.00 1,883,774.90 88.02 0 0 ( 256,582.34) 1,884,109.98 0.00 ( 1,864,109.98) 0.00 3-28-2017 12:46 PM 03 -DEBT SERVICE ORIGINAL BUDGET REVENUES BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF; MARCH 31ST, 2017 % OF TO -DATE TOTAL UNENCUMBERED BUDGET AMENDED MONTHLY YEAR ENCUMBERED BALANCE REMAINING BUDGET ACTIVITY BALANCE 0.00 ( 335.08) 0.00 NT INCOME INVESTMENT 0 0 0.00 335.08 335.08 0.00 335.08) 0.00 03-46100 INTEREST INCOME --"'-- p 0 0.00 TOTAL INVESTMENT INCOME 0.00 0.00 OTHER FINANCING SOURCES 2,140,220 2,140,220 0.00 2,140,220.00 2,140,220.00 0.00 0.00 0.00 0.00 03-49900 TRANSFERS IN 20 2"'- 14- 2 2,140,220 0.00 TOTAL OTHER FINANCING SOURCES 08) 0.02- 0.00 2,140,555.08 0. 00 2,140,220 2,140,220 --- ------335 TOTAL REVENUES 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE & EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 03 -DEBT SERVICE DEBT SERVICES % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING PURCHASED/CONTRACT SERV DEBT SERVICE 03-59800-814 BOND 2012 PRINCIPAL 1,265,000 1,265,000 0.00 0.00 0.00 1,265,000.00 100.00 03-59800-815 BOND 2015 PRINCIPAL 360,000 360,000 0.00 0.00 0.00 360,000.00 100.00 03-59800-820 LOAN INTEREST -BOA 0 0 0.00 ( 137.24) 0.00 137.24 0.00 03-59800-824 BOND 2012 INTEREST 360,935 360,935 179,939.84 179,939.84 0.00 180,995.16 50.15 03-59800-826 BOND 2015 INTEREST 153,285 153,285 76,642.50 76,642.50 0.00 76,642.50 50.00 03-59800-830 FINANCIAL AGENT FEES 1,000 11000 0.00 0.00 0.00 11000.00 100.00 TOTAL DEBT SERVICE 2,140,220 2,140,220 256,582.34 256,445.10 0.00 1,883,774.90 88.02 OTHER FINANCING USES TOTAL DEBT SERVICES 2,140,220 2,140,220 256,582.34 256,445.10 0.00 1,883,774.90 88.02 3-28-2017 12:46 PM BOYNTON BEACH CRA REVENUE 6 EXPENDITURES REPORT (UNAUDITED) AS OF: MARCH 31ST, 2017 03 -DEBT SERVICE TRANSFER OUT % OF ORIGINAL AMENDED MONTHLY YEAR-TO-DATE TOTAL, UNENCUMBERED BUDGET DEPARTMENTAL EXPENDITURES BUDGET BUDGET ACTIVITY BALANCE ENCUMBERED BALANCE REMAINING OTHER FINANCING USES TOTAL EXPENDITURES 2,140,220 2,140,220 256,582.34 256,445.10 0.00 1,883,774.90 88.02 REVENUES OVER/(UNDER) EXPENDITURES 0 0 ( 256,582.34) 1,884,109.98 0.00 ( 1,884,109.98) 0.00 BOYNTON 1 .' :.'BEACH RA CRA BOARD MEETING OF: April 11, 2017 X I Consent Agenda I I Old Business I I New Business I I Legal I I Information Only I I CRAAB AGENDA ITEM: VIII.B. SUBJECT: Monthly Purchase Orders SUMMARY: Attached is the purchase order report for March 2017 for amounts $10,000 or above FISCAL IMPACT: See Attached GRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan and FY 2016-2017 CRA Budget CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Approve the monthly Purchase Order Report Susan Harris, Finance Director Boynton Beach ORA Purchase Order Report M'on'th: March 2017 Vendor Amount Funding Description Boynton Beach Blvd Design from east of 1-95 Kimley-Horn and Associates $20,150 02-58100-203 to US -1 - On Street Parking Study Service First Processing $25,000 02-58400-444 Commercial Facade Grant T:\AGENDAS, CONSENT AGENDAS, MONTHLY REPORTS\Completed Agenda Item Request Forms by Meeting\CRA Board\FY 2016 - 2017 Board Meetings\April 2017\VIIIB Back Up MINUTES OF THE COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING HELD ON WEDNESDAY, MARCH 15, 2017, AT 6:30 P.M., IN COMMISSION CHAMBERS, CITY HALL, 100 E. BOYNTON BEACH BOULEVARD BOYNTON BEACH, FLORIDA PRESENT: Steven Grant, Chair Mack McCray, Vice Chair Christina Romelus Justin Katz Joe Casello I. Call to Order Mike Simon, Interim Executive Director Tara Duhy, Board Counsel Chair Grant called the meeting to order at 6:30 p.m. Ill. Invocation Vice Chair McCray gave the invocation. Chair Grant led the Pledge of Allegiance to the Flag. 111. Roll Call A quorum was present. IV. Agenda Approval A. Additions, Deletions, Corrections to the Agenda Chair Grant requested moving item 13B and 14C before XIII. Old Business. Motion Vice Chair McCray moved to approve as amended. Ms. Romelus seconded the motion that unanimously passed. B. Adoption of Agenda V. Legal Tara Duhy, Board Counsel, distributed a quick update on legislation moving through Tallahassee that would impact CRAs. Anyone with questions should contact her. Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15, 2017 VI. Informational Items and Disclosures by Board Members and CRA Staff: A. Disclosure of Conflicts, Contacts, and Relationships for Items Presented to the CRA Board on Agenda Items Mr. Katz had no disclosures or announcements. Vice Chair McCray thanked all for their participation in the voting process and announced another round to go. He thanked all and was grateful for the outcome. Ms. Romelus congratulated Vice Chair McCray on his initial election victory. Mr. Casello congratulated all the candidates that ran in District II on a great and civil campaign based on facts. He attended the Coalition of Boynton West Residential Association meeting and met with Bonnie Miskel and Davis Camalier. Chair Grant met with Andrew Podray from Casa Costa earlier in the day, the owners of Master Craft and went to Soul Baker, in Ocean Palms Plaza. B. Informational Announcements VII. Announcements & Awards A. 3rd Annual Boynton Beach Blarney Bash Mercedes Copans, Special Events Coordinator, announced the 3`d Annual Barney Bash to be held on March 17t�, from 6 p.m. to 10 p.m. on E. Ocean Avenue. Ocean Avenue will be closed between NE 1St Street and Seacrest Boulevard. The Avenue will be lined with merchandise vendors, CRA merchants and Bailey Blendz. Live music will be provided by steampunk band Clockwork Knotwork and Celtic Mayhem. There will also be a performance by Aranmore Academy of Irish Dance. Craft beer from Due South, Copperpoint and Devour Breweries will be available. Food is available from the Food Truck Invasion and Green is the theme. Patrons are encouraged to dress festively and youth and adults can enter the Shamrock Costume Contest. The event is rain or shine. (Ms. Romelus left the dais at 6:36 p.m.) B. Movies in the Park Ms. Copans announced the next Movies in the Park will be April 7th featuring Hop, an animated PG comedy, starting at 8 p.m. instead of 7 p.m., due to the time change. Food vendors will be on site and movie goers will be entered into a raffle to win gift certificates from local CRA merchants. N Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15, 2017 C. Career Expo at Carolyn Sims Center Thursday, March 23, 2017 from 8:30 a.m. — 12:00 p.m. sponsored by the CRA and CareerSource Mr. Simon announced this event has a long list of potential employers, which he read. He congratulated Bonnie Nicklien for her efforts on the Expo. It was noted this event was advertised in the community and in the City water bills mailed to customers. It was hoped people would be placed and Mr. Simon requested all spread the word. (Ms. Romelus returned 6:38 p.m.) Mr. Casello suggested the Expo be staggered in the future to include evenings. VIII. Consent Agenda A. Approval of Period Ended Feb. 28, 2017 Financial Report B. Monthly Purchase Orders C. Approval of CRA Board Meeting Minutes — Feb. 14, 2017 D. Approval of Service First Processing, Inc. for Commercial Fapade Improvement Grant Program E. Approval of Service First Processing, Inc. for Commercial Construction Permit Incentive Program IX. Pulled Consent Agenda Items: None. Motion Mr. Katz moved to approve the Consent Agenda. Vice Chair McCray seconded the motion that unanimously passed. X. Information Only A. Public Comment Log B. Marketing and Business Development Campaign XI. Public Comments: (Note: Comments are limited to 3 minutes in duration) None. XII. Public Hearing: None 3 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15, 2017 XIII. B. Consideration of Special Events Grant Payment for Application submitted by Boynton Beach Dr. Martin Luther King, Jr. Celebration Committee (Heard out of order) Greg Murphy, MLK Jr. Celebration Committee, commented Susan Harris, CRA Finance Director, advised the grant payment had to come before the Board for approval. Chair Grant favored the MLK Committee becoming their own legal entity so the Board could issue checks to the Committee. Mr. Murphy thought at one time it was entertained and he agreed to bring the issue to the Committee. Vice Chair McCray recalled funds for the MLK Committee had been funneled through the City. Mr. Murphy was aware the MLK Committee started out with its own account, but it was later dissolved and monies were channeled through the City. Chair Grant thanked him and the Committee for the great work and commented the event was a success in spite of the rain. Mr. Murphy thanked all, especially Ms. Copans, who did an outstanding job. Mr. Casello thought it was in the best interest of the City and CRA if the Committee formed a legal entity versus the status quo. Attorney Duhy explained it is legal, but becoming a legal entity may make payment more efficient. Motion Vice Chair McCray moved to approve. Ms. Romelus seconded the motion that unanimously passed. XIV. C. Consideration of Approval of Costa Center, LLC's Performance Audit for Year Ending December 31, 2016 for the Casa Costa Project (Heard out of order) Mr. Simon explained the performance audit for Casa Costa Center LLC, which occupies the commercial space in the Casa Costa building, under the DIFA agreement is required to provide the CRA with the annual performance audit. Once reviewed, the next step is to bring approval of the payment to the CRA Board. He noted this was year seven of a 10 -year DIFA and the amount to be approved is $539,163. Mr. Casello saw a different amount and learned two payments were made and the meeting materials provided a history. Motion Vice Chair McCray moved to approve. Mr. Katz seconded the motion. Mr. Casello asked if the 19,000 square feet of commercial space included the rooms that are considered like a hotel or if it pertained strictly to the storefronts and learned it was for the commercial bays within the development. At this time approximately 2,000 square feet is rented. Mr. Casello asked what was the most they had rented in the last six years. Mr. Simon did not know and commented it fluctuates year-to-year. Mr. 4 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15, 2017 Casello commented the only requirement for the DIFA is to make an effort to rent so many square feet under fair market value. Mr. Simon explained the idea was to make it an affordable commercial space to be marketed as such. This was an early version of the DIFA trying to incentivize development and since then, the Board is supportive of all the protections the Board wants to implement in future agreements. He gave kudos to legal and staff over the years for trying to learn from past experiences to protect their interests without driving development away. He noted there is a balance. Vote The motion unanimously passed. On a different matter, Vice Chair McCray received a memo there is an employee retiring and an in-house promotion. He thought staff should address it. Motion Vice Chair McCray moved tc reconsider the agenda. Mr. Casella seconded the motion that unanimously passed. Mr. Simon announced he received a letter from Susan Harris resigning after a successful 10 -year journey with the CRA. She has been an outstanding member of the staff with eight plus years of clean audits which is something other CRAs would want to model. Ms. Harris has been a good friend and mentor. Staff has been preparing for her retirement and extended an offer to Vicki Hill to take over the position effective June 15c which is Ms. Harris's last day. This is to give time to provide for the transition and interview for a finance specialist. Mr. Casello appreciated her work to ensure all audits were clean and looked forward to Ms. Hill coming on Board. Ms. Romelus thanked Ms. Harris for her assistance, guidance and dedication. XII. Old Business A. Consideration of Purchase and Development Agreement for the CRA owned property located at 222 N. Federal Highway, a/k/a the Ocean One Project Mr. Simon explained this item returned to the Board after a CRA Advisory Board review. The document is the most recent and acceptable version to the Ocean One, LLC development team. The purchase price of the property is $10 and the closing date is 30 days from Site Plan approval by the City Commission which would be at the end of April 2017. The developer offered to provide the CRA with a special warranty deed to protect the Agency if the project did not take place within a two-year period and improve the existing CRA property to a public plaza, irrigated the site with landscaping and a 5 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15, 2017 sidewalk during the time in which they would be waiting to start construction. There is a two-year window and all indications with the team is they are excited to break ground. They are in the Site Plan approval process now. He commented the CRA Advisory Board recommendations were supplied on the agenda cover and backup. Linda Cross, 65 Casa Loma Blvd, Boynton Beach, explained it is within CRA's mission to eliminate slum and blight and for the CRA to give the property to the developer for $10. The Advisory Board supports it. She noted normally when there is a closing date, the CRA does not turn over the property until constructing financing is approved. This request was to obtain the property 30 days from site plan approval. The Advisory Board thought there was not enough protection to the City if the CRA sells it to the developer for $10 and they do not build. The developer could sell the property. She thought a lien should be placed on the property until construction was finished or offer the CRA a right of first refusal if they want to sell the property. One thing the CRA Advisory Board felt would bring more economic development was the phase li hotel site. The Advisory Board thought the developer should provide several letters of intent or develop phase II first as the hotel will provide more jobs. The last issue they had was to provide additional public parking on the site or nearby in the Town Square area equivalent to the value of the property which is $460,000 The Board wanted to ensure a financing commitment was in place prior to turning over the property. Mr. Casello asked about the special warranty deed. Mr. Simon explained it is a mechanism to secure an action and a good legal method for enforcing or allowing it to be known there is an expectation within the two-year period, that if not constructed, it would be recognized, as part of the deed, that it needs to be done as part of the transfer. Currently there is no approval in the contract that allows for a transfer with or without approval. Bonnie Miskel, on behalf of the developer and property owner, explained her client attempted to develop the site and had an understanding with the former CRA about the terms. In 2007, they moved forward and had paid for construction drawings which were nearly $1 million and the deal fell through. The reason this was crafted differently was because the developer spent nearly half a million on the site plan, and if the Board decided they did not want to allow the project, the site plan would be invalid. The owner was not willing to spend another million dollars and put it at risk unless he closed on the site and knows the property is there for development. Attorney Miskel also commented the developer agreed to build a public parking plaza until they break ground. While negotiating this, the question arose what would the CRA use the land for as it is a narrow property which was further narrowed by the expansion of Federal Highway and Boynton Beach Boulevard. The concept of a public plaza area was suggested and they incorporated it into the document to assure the CRA, if the project was not built timely, there would be a public plaza area. If there was any transfer, there would be a transfer of the value of the public plaza. They felt they were protecting the public by inserting it which is an innovative approach. They can close on 6 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15, 2017 the financing, but the market could plummet and it may not be built, but at least with this, there would be a public plaza or park until something comes out of the ground. Attorney Miskel explained the right of first refusal is not in the document and they did not object to adding it. She noted public parking is included in the proposal coming before the City Commission which went before the Planning and Development Board. Mr. Casello asked if they would exceed the parking requirements and learned they would. Chair Grant noted the developer applied for TIF and they did not have an agreement for that. He was not willing to sell the property and development of the property for the park as it is not the best use of the land. If the City wants to use it for another municipal reason, they could use eminent domain for the use if the developer does not build on the land. He wanted to negotiate the TIF before they settle the agreement. Ms. Miskel suggested they be run concurrently. Mr. Simon asked how long and at what point does the developer have to take physical possession of the property as they go through the site plan process and permit review. Attorney Miskel noted it was timing. They are expected to appear before the City next month for the site plan. If they can accomplish all of this by then, it would not slow them down, but if not, they would not commence construction drawings until all is wrapped up. Mr. Simon thought the May meeting would be ideal because at some point, the CRA would have to sign on to the permit review application if both parties agree. They are already part of the site review process. Ms. Miskel explained they do not want to delay the project because the market is supportive of the project. Chair Grant apologized noting they were already in February, but the item was received the day after the CRA Advisory Board meeting. April 6th is the next CRA Advisory Board meeting and then the Board meeting on April 11. Mr. Simon thought the review was possible and the May meeting would be the fall back. Ms. Romelus recalled Ms. Miskel had indicated they would take time to speak with the community regarding jobs and had not seen anything in the document. Ms. Miskel explained it is in the incentive agreement and the Board will see it as an A and B item on the agenda. They are working with a consultant who has a special program in Delray and Pompano Beach that does much more than what is previously done and he will speak to the Board that evening. Ms. Romelus wanted to see the document beforehand in case there are amendments. The document would be forwarded to Mr. Simon. She pointed out the community is 30% minority and she wanted to see those numbers reflected in the local contractors hired and permanent employees. Motion Ms. Romelus moved to table the item to next month so they can vote on the two items together. Mr. Simon asked if there was any other direction other members may want to give to expedite the process. Attorney Duhy explained this project is coming before the Board as the CRA and City Commission so tonight's comments and directions to staff should be directed to the purchase and sale agreement and the TIF request and not the 7 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15. 2017 site plan. Mayor Grant noted parking is an issue and they are looking forward to having a hotel in the downtown area. Mr. Casello noted the project has been pretty well vetted over the last few months. Vice Chair McCray agreed as long as they agreed to table it. Vote Mr. Katz seconded the motion which unanimously passed. B. Consideration of Special Events Grant Payment for Application Submitted by Boynton Beach Dr. Martin Luther King, Jr. Celebration Committee This item was heard earlier in the meeting. C. Status of the Ocean Breeze East Project — NuRock Development Partners, Inc. Mr. Simon explained NuRock requested an extension and did not receive approval of an award from the Low Income Housing tax credit application program and did not elect an extension. Prior to that, the Board had indicated they were not in favor of granting the extension. They did submit a letter in the backup to terminate the contract effective February 271h and their deposit was returned. The contract with NuRock for Ocean Breeze East was terminated. Chair Grant noted they issued an RFP and the year before they got a letter of intent. He proposed waiting a few months before issuing another RFP to see what happens with the Town Square. There were no objections. D. 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 Tabled 10/10/16 Motion Vice Chair McCray moved to remove from the table. Mr. Katz seconded the motion that unanimously passed. Mr. Simon noted items C and D are tied together. The application for the Low Income Housing Tax Credit program is with the State. There was a delay opening, processing and scoring the applications and issuing lottery numbers until April, due to challenge of the local contribution preference points that projects would receive that have local government support. The applications will be opened in April and the Florida Housing Finance Corporation will meet on May 5 and give their official rankings. The CRA is in a holding pattern between now and May 5th. The Community Benefits Agreement can be discussed, but it had been tabled pending the award. The deadline for the contract is June 30, 2017 8 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15, 2017 Mr. Simon has spoken with NuRock Partners several times. The Community Benefits Agreement (CBA) has not come up. He did not believe the last document the CRA submitted with overly objectionable to them, but there were some points NuRock wanted to discuss. He can reach out to NuRock to be more specific and handle it prior to the May award. In the event they are funded, they will be further ahead in the CBA. Mr. Casello asked if the Coalition of Clergy is made up of City residents and learned the majority were not residents. but they represent City residents and the churches are in the City. Mr. Casello asked if they should be residents. Mr. Simon responded it is up to the Board. This was previously discussed and the one detail that was shaky was the Coalition of Clergy is a group of people and a successful committee, but as an entity, they did not have legal authority to sign as a contract participant. Some sections of the agreement allow the Board to select a liaison to connect with a neighborhood, community development organization or other non-profit for assistance with the CBA. Chair Grant agreed the majority should be residents, but the people who work in the City have a stake. He thought they should have some sort of ratio for residents to be part of the CBA and there was agreement to put it on a future agenda. Vice Chair McCray suggested calling the Coalition as they work in the City. He wanted to hear from them first. Mr, Simon agreed to contact the Coalition of Clergy. E. Status of the 2.97 Acre Project Known as MILK, Jr. South — NuRock Development Partners, Inc. Motion Vice Chair McCray moved to table item E. Mr. Casello seconded the motion that unanimously passed. F. Update on 480 E. Ocean Ave and 211 E. Ocean Ave Projects Mr. Simon advised the 480 E. Ocean Avenue project received building permit approval on February 3 I and can move forward with construction. He provided pictures on March 8th on the construction that began. At a prior meeting, the timeframe in the contract had been specific and adhered to in both contracts, but the one time frame not specified was the time period when the developer has been allowed to receive final building permit approval once they submitted their permit application. Mr. Simon explained this is partly because they do not have controls in place over City staff conducting the reviews. They were aware of the time delay, and have access to Naviline to track permits. They meet with city staff regularly and have been kept up-to-date, but they do not have strong arm enforcement for that window. In reference to the 211 project, the developer submitted for their building permit on December 301h which may have caused a delay. There were comments from the 9 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15, 2017 planning staff they are responding to and also interviewing contractors and restaurant operators. Mr. Simon assured all the developer is sincere in his interest in opening a restaurant. Staff was watching the development process timeline, which has a short timeframe to start the process upon approval of the building permit. Mr. Casello heard the developer did not have anyone to run the 211 restaurant and also took note of the back and forth between developers and staff regarding comments which delay the process. He asked if they can set parameters when asked for technical comments to respond in a certain amount of time. Attorney Duhy explained the CRA Board can put in purchase and development contracts when contemplating this process with the City, the developer responds to comments within a certain time. On the City side, the City could make changes to policy and Codes to do the same. Mr. Casello favored the requirements on both sides. G. Discussion regarding CRA Funding Requirements for Project Areas known as the Cottage District Site and Ocean Breeze East Site Mr. Simon reviewed the Ocean Breeze East and Cottage District sites, which did not receive any responses to the RFP that was issued. Since then,, they had several meetings with successful housing development firms regarding the site, pitching their perspective, market conditions, what is viable and received good feedback. It was clear to staff that it will take a level of financial commitment or a partnership for these projects to be developed and appealing to a builder/developer. In order to appeal to a builder/developer, it was clear the site, in its current condition, is not a site a developer would be willing to risk acquisition of considering site development, road development, public improvements and construction of the homes as an all -in project like the Board would see on a construction project. The Board did see that from NuRock and Brownstone on the Ocean Breeze and MLK site, because they had the opportunity, financially to obtain the tax credits to make the project viable. He wanted to provide a financial update at the April meeting and would detail financial expectations the Board would accept and issue an RFP as a partnership. The CRA would commit to a dollar value for improvements and underground site work, similar to what was done with the Ocean Breeze West site and then the developer can manage that process and vertical construction or the CRA would prepare the site and the developer would take it from there. The Board needs to decide what they are willing to do, because both sides of the streets, especially the Cottage District, would need those improvements to make a project like this stand out and be appealing to workforce housing, buyers and have homes slightly above and below that rate. Both sites are close to Town Square, but the risk is limited to proximity to where they feel the market is. He will present those figures to the Board and then have discussion. Mr. Casello thought it is a prime property and ideal for workforce housing. He looked forward to learning the cost to improve the property's curb appeal and purchasing other properties on the lot to help the project along. Mr. Simon advised they have had discussions with the Community Caring Center about their expansion and relocation. 10 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15, 2017 Mr. Katz noted if the Board wants the project to be developed, they have to allocate funds for those improvements to roadways, sidewalks and lighting, but they should be cautious how they spend money on different things in the future. It is a big project in a centralized area and they should be conscious of the budget and make prudent decisions. He wanted to ensure, if spending funds, to make home improvement subsidies or acquire foreclosures or short sales for the two recommended housing programs, they tag team that initiative with these projects and target homes in the surrounding area to raise the value of future home developments in Ocean Breeze East and the Cottage District, Vice Chair McCray asked if there were funds set aside for this and learned only $75,000 was allocated for this site. Chair Grant asked Ms. Harris to provide a six-month update where the projects are and where money is in the budget. XIII. New Business A. Discussion and Consideration of two Letters of Intent to Purchase the CRA Owned Property Located at 711 N. Federal Highway Mr. Simon explained this item was originally a single letter of intent on February 11th for the property known as the Amerigas site that was received from S. Florida Marine, owned by Mr. and Mrs. Woods, to acquire the property to expand their business and carry a new line of marine vessels and outboard motor boat sales. They offered a purchase price of $350,000, putting 10% down and using conventional mortgage financing through the Small Business Administration for the balance. They met with the City regarding site improvements and meeting Codes and the CRA Plan. The renovation is anticipated to be about $200,000 and would take a year to complete. They were committing to $65,400 of the $200,000 and would look to the CRA for a match of $65,400 and balance of $69,200 would seek additional assistance from the CRA in the form of a grant. After their submittal and discussion at the CRA Advisory Board meeting, staff received a second letter of Intent from Coastal Customs International Tackle Company, from owners Brian and Michael Reimer. They have a business in Boynton on High Ridge Road, manufacturing high and medium -end technologies for marine vessels and they want to expand their business to the site. They offered $365,000 to the CRA, paid in cash without any financing and they contribute $150,000 of their funding for renovations of about $350,000 They are seeking matching grants in the amount of $71,550 and an additional $31,000 straight grant. A balance of $96,500 in their budget for renovation and there was reference made to a new job creation grant to make up the difference. Both parties were present to answer questions. Chair Grant noted one business was reviewed by the CRA Advisory Board and the other did not. He asked if the second business should go before them as well. There was agreement both parties would speak. Vice Chair McCray asked if there were any 11 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15, 2017 gas lines at the Amerigas site and learned there were not. There was no contamination at the site according to the Phase I study and the tanks were moved. Janna Wood, 725 N. Federal Highway, explained they have owned the S. Florida Marine property for the past seven years, and been in business for the past 17 years. They provided over 10 jobs and plan to expand the business with a new line of boats. They are contemplating partnering with South Tech Academy and offering jobs to students. Mr. Casello asked how many new jobs were estimated and learned there would be 6 to 10 new jobs. They plan to have a ship/shore store in the front part of the business selling dock lines and equipment. When boaters forget something, a store would be open on Saturdays from 6 a'Mr or 7 a.m. to 3 p.m. or 4 p.m., and also open on Sunday morning when people fish. The back of the facility would accommodate customization of a new line of center consoles. Boats come with engines and T -tops, but they do not have their electronics on the boats which the employees would add. They would huve additional customization, employees handling the electronics for the new boats arriving. His first boat arrives tomorrow in time for the boat show. They participate in many boat shows in South Florida and do a lot in the community to attract people to Boynton Beach throughout the year. Mr. Casello asked if they had tried to purchase the property and learned they did. Amerigas had no intention to sell it as they only use it for propane for Manalapan and Briny Breezes, Mr, Casello asked if they would display or store boats on the property and learned they would. They met with the City and there would be four boats behind a white picket fence as they currently have with two tiers of landscaping, a monument sign up front and an additional privacy fence for boats coming in they do not want the public to see. Mr. Casello asked if South Tech students would be paid employees and progressively learn to customize the boats and learned they would. They will help train graduated students or those out of school early. There were employees present and businesses from around the community. They currently have eight employees. Six are from Boynton Beach and one just moved out of the City. Vice Chair McCray asked if the unloaded boats would be stored on Federal Highway and learned they would not. They worked with the HOA across the street. They would open the expansion and drive from their location to the adjacent location without entering on Federal Highway. Bigger boats use Gateway Marina so they do not need that type of equipment at the facility. Mr. Casello asked if they do repair work. Mr. Woods responded they customize and service boats, but most work is electronics, stereo equipment, new upholstery, tower equipment and warrantied work. Employees did not need a mechanics license. Chair Grant asked if they would add a sidewalk to the west side of the property and learned they would. When they purchased their 12 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15, 2017 current property, there was a vacant alleyway to the west the City maintains. They would be interested in purchasing that land as well Mike Reimer, Coastal Customs, 3455 High Ridge Road was excited to submit a proposal and explained they also do customization and are a manufacturer. They want this site to be a showroom and keep their facility on High Ridge Road. They live in Marina Village and they were trying to keep everything within the City as their employees are in Boynton Beach. The expansion would result in 12 new positions. They have eight positions full-time at their other location and they are open six days a week. They interviewed four people and have four people in mind and they all live in the City. This site would be a high-end showroom. They currently deal with 12 boat builders and are growing faster than they can keep up. The overview with the proposal had higher renovation costs. They wanted to invest in curb appeal and the interior of the building. They designed more green space on the exterior and did not load the site with a parking lot. There will be areas that will be landscaped and have green space with a patio area. Ms_ Romelus asked if there was enough parking to accommodate a showroom and learned there was. Mr. Casello asked if this business would complement the Woods' business and learned it would and they are friends. Chair Grant asked, if in addition to acquiring extra space on NE 6th for sidewalks, if they would take the City's property on the railroad tracks and learned he would. The area has green space and people can come in and have lunch. He wants the showroom to be a destination. He has been in business for three years. The site plan was designed to look like Marina Village. Ms. Romelus asked if the 12 employees will be full time and learned they would. She noted the application indicated 6 to 10 new employees would be needed and inquired why 12. Mr. Reimer responded they thought they would be open five days, but need to be open for six; hence the change in the number of employees. Mr. Simon explained the CRA initiated an alleyway abandonment so a portion of the land by the railroad tracks would be incorporated into the property. Chair Grant opened public comments Linda Cross, Chair of the CRA Advisory Board, explained they did not have the benefit of the second letter of intent, but she received it today. When the Advisory Board looked at the analysis, the purchase price is lower than what the CRA paid which is typical of CRAs as it alleviates slum and blight. They considered three aspects with South Florida Marine which was to have a CBA due to the amount of CRA funding; no on street parking; and the property be brought to Code and maintained per Code and eliminate any grandfathered provisions. Considering what the CRA paid for the property, after the purchase price with S. Florida Marine, there was a cost to the CRA of $408,000. With Coastal Customs, it would only cost the CRA $363,000 and had a lot more skin in the game. The CRA Advisory Board suggested which ever one proposer was selected, the agreement include the three stipulations. 13 Meeting Minutes Community Redevelopment Agency Board Boynton Beach; Florida March 15, 2017 Doug Besecker, owner of Easy Pay Tire, south of the subject property advised the Woods have not disrupted their business at all and they were dealing with Amerigas for over 30 years. Their current location was previously an abomination. The Woods made it beautiful when they moved in and it is a high-end facility. They want a retail facility. He spoke to neighbors before and behind and they support The Woods and South Florida Marine. Vick Arena, Boynton Beach resident for over 40 years, commented MasterCraft is a high-end boat and the premier boats in America. If reading the City's motto, "America's Gateway to the Gulfstream" what a better line of boats than theirs. He noted the supplies they will have are available in West Marine in Delray and another in West Palm Beach. When going to the boat ramp, it is difficult to pick up something they would offer. Christopher Knapp, General Manager of Tijuana Flats, supported Mr. and Mrs. Wood and MasterCraft. He thought it was a great idea to help youth and students by working with South Tech and a great opportunity for younger residents to learn work ethics as it is a stepping stone for their future and their career. Bill Walsh, Boynton Beach resident, explained Mike Wood is his son-in-law. He saw them take a distressed property and turn it into a beautiful dealership, Down the line and looking to the future, his two grandsons grew up in the business and both are excellent boat technicians and they are the future of the company. They have been in business seven years on Federal Highway and built the business 10 years prior to that. He smiles seeing what they accomplished and are ambassadors for the City. The owner of Guttersmith on 6th Avenue commented since Mr. Woods bought the building, it changed the area completely and it is a big improvement from what it was. If allowed to expand, Mr. Wood will improve this property in the same way. Mr. Casello asked Coastal Customs if the CRA sells him the property if he would agree to the same conditions the Woods have agreed to including the three stipulations discussed earlier and learned he would. Mr. Katz objected initially to the acquisition of the site, but commented this item is purely a business decision to the CRA and the Board's decision should be made based on dollars and cents. If S. Florida Marine will increase their offer, the Board could determine where the CRA office ends up and they should make the decision based on that. He would support whoever offers the most and decreases the total CRA investment. Chair Grant did not see it as a dollars issue. South Florida Marine submitted the first letter of intent and he gave them some preference, but understood, in reference to 22 N. Federal Highway, about giving away the property for less than its worth. He supported a reverter clause or no interest lien, so if they decide to purchase the property, it would 14 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15, 2017 not be a windfall for the designated party. South Florida Marine is already there as an expansion of their business. The CRA wants to help current businesses. Coastal Customs could work with the CRA to find another property. It makes more sense to sell the property to South Florida Marine. Mr. Casello thought Coastal Customs would complement South Florida Marine and side -by- side, would make an excellent partnership. It is prudent for the Board to get the most they can for the property they sell. He favored Coastal Customs. Mr. Katz commented, with regard to who gave their letter of intent first, the prior CRA Director thought the property would go to the adjacent business. He did not think it was fair to penalize or reward someone that offered the letter first because the property has not been advertised. He had an extended discussion with the prior Director. The Board was told the property could be a park or fire station, when it was always intended to go to the adjacent property owner. The Board has a lot of plans that cost money, and although it is only a difference of $15,000, if they squander S15,000 or $20,000 on each decision, it adds up to a lot. He would support which ever company had the highest offer. As to the redevelopment of the property,they did not have an estimate of the return to the CRA on the increased property tax value. It is an economic decision. Vice Chair McCray commented S. Florida Marine endured Amerigas for seven years. He represents District II, heard the testimony and favored S. Florida Marine as they were there first. Ms. Romelus asked Mr. Simon if there are other properties that could accommodate these businesses. Mr. Simon noted the two-story store to the north which is being demolished did not have the needed parking relative to the square footage of the building. The further north the narrower the lots become, the less square footage there is and the development potential decreases up to MLK and Federal Highway. It is very limited. Mr. Simon explained the CRA would work with either party to find an appropriate location, noting there are separate owners and pricing for those parcels. Ms. Romelus noted it is prime property and the Town Square should attract people to the City. If S. Florida Marine wants to submit anything to be more competitive to Coastal Customs, she would consider it, otherwise she favored Coastal Customs. Mr. Wood explained they would match the $15,000. They could sell and move elsewhere to expand, but they want to connect to their existing property and not have as many boats tightly knitted into the property. To move to a property that is not attached to them would result in having to attach boats to a trailer, hauling them down the road, and back and forth. It was proposed the Woods reconsider and submit new documents to Mr. Simon. Ms. Woods noted they plan to be at the site more than the 10 years. Ms. Romelus asked about South Tech. Mr. Woods responded South Florida Marine spoke to the administrator that runs the marine division. He also had no problem agreeing to a soft second on the property if they sold the property in five years. Ms. 15 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15, 2017 Romelus inquired about site improvements. The front of the store will be open at night so the equipment, new boats and marine decorations would be visible. Trees would also be used. Ms. Romelus asked what they would be willing to do with the CRA to hold events that would attract people to the business and the City's marine life. Mr. Wood explained they have held demo days at the boat ramps, have free get togethers and test drives to Two Georges events with their boats and have used the Two Georges valet to advertise learning to surf. They have participated in parades in most years and had a booth at the Pirate Fest. Mr. Simon explained the City is requiring a 10 -foot landscaped setback from the sidewalk. The site plan is different as it is a marine vessel sales lot. There is more of a retail -only feel from Coastal Customs as they have different uses. Landscaping, lighting and buffering for South Florida Marine would meet Code and enhance the site. There would be three boats on Federal Highway, one boat towards 6th Avenue on the new lot, and a small white picket fence, shrubs, dock pilings and thick rope. Motion Mr. Katz wanted to table the issue to see who would pay the most, and also noted there is a property across the street that houses the CRA office, that could be made available. He wanted to table the item for one month to engage in bidding on the property and review the financial feasibility to use the CRA building and property as the CRA may potentially move to the West Wing of City Hall. Ms. Romelus seconded the motion Mr. Simon explained the motion is to table and allow 30 days or to the next meeting for the two entities to reconsider their proposals and resubmit them. The suggestion was, as part of the motion, they submit sealed bids by a certain date and allow staff to advertise the 30 -day public Notice of Intent to dispose of real property and potentially receive other offers. Attorney Duhy explained the 30 -day period to publish is a legal requirement; sealed bids are not. Chair Grant commented if not a sealed bid, once it is received it becomes public and someone could come and review it and offer more. Mr. Simon explained the public notice is to advertise the property is available to the public and the CRA may receive additional bids. Thirty days would be April 16 or 17th. It would be reviewed by the CRA Advisory Board on May 4th and return to the CRA Board on May 9th. Attorney Duhy explained if the Board made a selection at this meeting, staff could publish the advertisement to negotiate a contract to bring back to the Board next month. After the close of the 30 -day advertisement period, the Board will have received all the proposals the Board is legally required to take. The legal provision bars the CRA from executing a contract without advertising 30 days prior. At the April meeting, the Board would select a proposal. After the April meeting, staff would negotiate a purchase contract which will be brought to the Board in May and at that time the Board could 16 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15, 2017 approve and execute the agreement. Attorney Duhy explained the motion, if amended, could request certain requirements. Mr. Casello wanted drawings and thought the next round of proposals would be final. He also expressed concern bidders would keep upping the other which is why sealed bids would be requested. Vice Chair McCray thought it was not fair to the individuals who submitted proposals as their proposals were public record. He advised he would oppose it. Attorney Duhy explained there is a motion to table with amendments which were the submission of sealed bids and to allow staff to advertise the property legally as required. Vote The motion passed 4-1 (Vice Chair McCray dissenting.) Mr. Katz requested consensus for CRA staff to analyze the potential of the CRA building going to market if both businesses expand in that location. Mr. Katz understood there is space available in the West Wing for the CRA. Chair Grant wanted to discuss moving the CP,A to the West Wing with the City first to ensure the CRA has a place to go. Mr. Katz recalled there had been prior discussion of it and direction was given to staff, in reference to tabling the item, to allow the bids and accommodate both businesses which would be a win-win. The CRA and City would have to review the matter before the next meeting. Mr. Simon requested a date certain to submit the bids to the Board prior to the CRA Advisory Board on March 28tH Staff recommended the bid deadline be March 31St. Mr. Katz asked, in the event one of the proposers withdrew a request for funding from the CRA, if the Board was bound to the highest bidder or best overall financial transaction. Attorney Duhy clarified the motion was, the Board tabled consideration, to have them present sealed bids and the direction is the most economically beneficial program that results from the bids is the one the Board will likely select. Mr. Simon will analyze them and provide a breakdown of purchase price, incentives requested, developer contributions and more so the Board will have a side-by-side comparison outlining the overall financial benefit to the CRA. Mr. Casello noted if bids come in higher, there could be less renovations on properties that need to be brought up to Code and thought it was just moving money. Attorney Duhy agreed and pointed out the Board will have the opportunity to discuss the issue because the Board is outlining why the issue is tabled and for sealed bids to come in. There are a lot of considerations that go into a proposal. The Board had already requested a site plan. The full package will be reviewed. This is useful information for the proposers. This information will not be contained in the notice because the notice is a required notice declaring the CRA intends to sell the property, which gives the opportunity for anyone else interested to approach the CRA. It does not detail the purchase price. It only lists the address. Chair Grant asked if it could be included. Attorney Duhy explained if included, the notice would be more an RFP 17 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15. 2017 Ms. Romelus asked if the two entities have the opportunity to bid on the project with a deadline of March 31St, the CRA was allowing for outside entities to bid. Attorney Duhy explained it was not. Each time the CRA decides to dispose of property, the CRA has to legally advertise it and the staff was asking for permission to do so concurrently with the request from these purchasers which allows the process to move quicker. She commented someone could send in another letter of intent. Legally, the CRA has to post the notice. The 30 days has to lapse before execution of the agreement. If the Board agreed to a price less than fair market value, it would require approval from the City Commission. Ms. Romelus asked what if someone came in after the CRA meeting with a higher bid and learned after the next meeting, staff will negotiate a contract. When another letter of intent is received, it will be put on the same agenda with the purchase agreement staff negotiated. In May the Board would be looking at a new letter of intent with general parameters and a draft purchase and sale agreement. If it is the CRA's desire, the Board could direct Mr. Simon to move forward with the other letter of intent. Chair Grant requested voting on the motion to submit sealed bids by March 31St. Mr. Katz thought if it resulted in both businesses locating in the area, it would be worth the one-month delay. Vote Ms. Romelus so moved. Mr. Casello seconded the motion that passed 4-1, (Vice Chair McCray dissenting.) B. Consideration and Discussion of Social Media Outreach Program Mr. Simon explained this item was a discussion of a pilot program offering a social media consultant in partnership with CareerSource. There would be an application and needs assessment. Staff wanted to provide local CRA businesses with social media and marketing assistance at no cost to the business, and track the results through Facebook and Instagram. Staff was already using newspaper, billboard and website advertising at the CRA's expense. The concept arose from a discussion held months ago about creating another Economic Development Grant. The CRA would hire an employee for local business to obtain interior and facade grants, and obtain a grant to hire the employee through CareerSource which may evolve into a full-time job. Staff has been soliciting feedback from existing grant applicants and other businesses, and there is a buzz in the business community about using social media. The CRA would provide the service to businesses meeting the criteria at no cost to them. The program would be one-year commitment for funding. Quarterly reports would be provided including statistical information and incorporating techniques, sales and financial tracking. Nikole Konieczny, Manager, CareerSource Work -based Learning, worked in partnership with CRA staff and explained this is a pilot program to help businesses bring in more revenue. She will be recruiting and vetting, as part of CareerSource, qualified 18 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15, 2017 candidates and she will be present for the kick-off orientation for the staff members to offer any additional assistance that is needed. Chair Grant noted the consultant wages are paid to ManPower and asked if they are a third party vendor or if they will be paid through a 1099. Mr. Simon explained a 1099 will be issued similar to a contract consultant. The individual would not be a CRA employee and would be a sole proprietor with a Business Tax Receipt. Ms. Konieczny explained they started to plan the program at six months and it evolved to a year. Chair Grant favored two people for 26 weeks and thought it was a great opportunity for the person selected. Mr. Casello asked if the program only focused on social media and learned it would. A needs assessment will be conducted to ascertain what businesses were looking for. Mr. Casello asked if this could be conducted through the City and learned staff could work with the City for activities and businesses in the CRA, but they are limited to the CRA District. The CRA would also utilize the person to augment the social marketing the CRA staff was undertaking, helping them link to the businesses, and take a community connection approach as all can do a better job with social media. Mr, Simon advised the CRA got results from its postings and commented anything they can learn from the professional on how to track and get a return on investment would be adapted to the City and CRA and would be available for uses as directed. Mr. Casello did not think this was a CRA's function to set up social media sites. Mr. Simon explained it is a marketing method to promote businesses and it was more economic development oriented. These are business promotion platforms from which a small business that is not technology savvy could benefit. Chair Grant explained it is not just for businesses. It is for any event in the CRA as well. Mr. Simon advised it is strictly for CRA businesses, not the CRA itself. Chair Grant asked if there could be Community Benefit Agreements. Ms. Konieczny responded they were looking at college graduates taking digital or media classes at Palm Beach State College at the Lake Worth campus as the majority of the students live in the Lake Worth and Boynton Beach area. The CRA has the final say on hiring. Vice Chair McCray asked if this has been used in other cities and learned there are preliminary discussions, but not as of yet. Boynton Beach would be the innovator. Vice Chair McCray asked about Ms. Konieczny's qualifications which she gave. She specializes in internships or direct placement. CareerSource is a non-profit, she does not make a commission, and she does this because this is what she loves. Vice Chair McCray wanted to try it for half a year. Ms. Romelus recalled a discussion with Mr. Simon the CRA would benefit from the program by seeing if the staff's advertising methods were effective. Mr. Simon responded they could. It will also help further the CRA's mission to the businesses. They would talk about grant programs, events, and postcards from existing businesses to promote CRA events. The CRA could employ one, two or three people to handle this specific type of work. If there are other avenues or programs that grow out of this or other adjustments the Board wants to make, it is easy to do and it is a fairly small 19 Meeting Minutes Community Redevelopment Agency Board Boynton Beach. Florida March 15, 2017 investment to potentially start a program other communities may model. Ms. Romelus asked if staff created measurable goals and learned they would. They will look for increases from a baseline that is established for that business and have more structured goals in the pilot program. Ms. Konieczny responded they would look at quarterly reviews based on revenue. Ms. Romelus asked if they were asking for total disclosure and transparency from the businesses. Mr. Simon listed the information they need from the business. He commented this is a free service and any benefit received is great for them and measurable for the CRA. The information is needed to keep the program going. Mr. Casello learned businesses that do not want to provide the information would not be part of the program. The goal was to assist 15 total businesses out of 63 in the first three months. He noted the program will be discussed at the budget meeting. Tracking the market will give indicators what the person is doing for the business and CRA to justify the program. This is one option to assist businesses,. Mr. Casello asked why the program was a pilot program. It was indicated from a !abor market standpoint, it is a new position. Many employees have outdated skills and they have to recruit employees with new skills. They are specialized skills requiring a four- year degree. The program was trying to accommodate those needs. Vice Chair McCray asked where the two contractors would be housed and learned they would be in the CRA office conference room or available space when the auditor is not there. The contractors will be in the District and come back for meetings and reports. Mr. Simon thought it would further the CRA's mission similar to public relations. Chair Grant noted they are paid at an hourly rate. Mr. Simon explained they will have a weekly time sheets and mileage forms, check offs from businesses they visited and for how long. Linda Cross, 65 Casa Loma Boulevard, Unit 601, explained the discussion is an extension of the CRA Advisory Board contemplating the potential for a grant to create jobs and businesses to hire. They spoke to CareerSource and discussed what kind of employees a business would like to have. Business would like to have someone help them with social media. When the Board changed the position from one person for a year, to two people for six months, she noted it is hard to get someone to commit for six months and it is easier to hire them for a year. The information would be provided for a year, but there would be a lag in the beginning as opposed to receiving less information from a six-month period. Ms. Romelus asked if they would evaluate the program in six months and then consider an extension. Mr. Katz commented as far as gathering data to determine the success of the program, if it takes a month or two for an employee to develop a plan for these businesses, the CRA would only receive three or four months' worth of data. He did not mind more employees to get more done, but if they cannot cultivate the conclusions in a 20 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15, 2017 shorter time period, spending the money may not be prudent. Chair Grant did not want to hedge all their bets on one candidate. Motion Vice Chair McCray moved for two candidates for six months. Ms. Romelus seconded the motion that unanimously passed. C. Consideration of Approval of Costa Center, LLC's Performance Audit for Year Ending December 31, 2016 for the Casa Costa Project This item was heard earlier in the meeting. XIV. CRA Advisory Board A. CRA Advisory Board Agenda — March 2, 2017 M.Minutes from CRAAB Meeting —Feb. 2, 2017 C. Pending Assignments 1. Discussion and Creation of Draft Community Benefits Agreement 2. Research and Recommendations Regarding DIFA Agreements and the Current Policy Regarding DIFA Agreements D. Reports on Pending Assignments 1. Research for a Potential CRA Grant for Job Creation Linda Cross explained the Advisory Board started the process to review grants for job creation and it evolved into an internship. CareerSource has some funding already to help pay for interns at jobs, and they would like to see how the pilot program goes and decide. At this point, they did not think, in this year's budget, they would review it. E. New Assignments from February 14, 2017 Meeting: None XV. Future Agenda Item A. 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 received 01/03/17) B. Status of District Clean Program C. Interim Director Position (tabled until June 2017 — 6 mos. From Dec. 13th meeting) D. Discussion and Consideration on Formation of Residential Improvement Program 21 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 15, 2017 XVI. Adjournment Motion There being no further business to discuss, Vice Chair McCray moved to adjourn. Mr. Katz seconded the motion that unanimously passed. The meeting was adjourned at 9:27 p.m. f ,, ��.t��6(QIkCkfLI1- Catherine Cherry Minutes Specialist 22 BOYNTON .'r BEACH CRA CRA BOARD MEETING OF: April 11, 2017 X I Consent Agenda I I Old Business 1 1 New Business 1 1 Legal 1 1 Information Only I I CRAAB AGENDA ITEM: VIII.D. SUBJECT: Approval of Grandma's Manufacture, LLC d/b/a Grandma's Treasures for Commercial Fagade Improvement Grant Program SUMMARY: The Commercial Fagade Improvement Grant provides assistance to facilitate the exterior improvement of existing commercial properties within the Boynton Beach Community Redevelopment Agency District. Grandma's Manufacture, LLC d/b/a Grandma's Treasures is a tenant in Ocean Palm Plaza located at 1550 N. Federal Highway, Units 1-3 Boynton Beach, FL 33435. They are applying for reimbursement for exterior improvements including an outdoor patio, signage, exterior doors and windows which are all eligible under the grant terms. See attached quote for signage and eligible exterior items in the general contractor's contract. The Commercial Fagade Improvement Grant Program provides a 50% reimbursement of the applicant's expenditures for the eligible improvements up to a maximum grant total of $25,000. If approved, the applicant is entitled to the maximum $25,000 in reimbursable funds. The Commercial Fagade Improvement Grant is reimbursable once the proper reimbursement documentation is submitted to CRA staff. FISCAL IMPACT: $25,000 — Project Fund 02-58400-444 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Approve the Commercial Fagade Improvement Grant not to exceed the grant maximum of $25,000 to Grandma's Manufacture, LLC d/b/a Grandma's Treasures for the property located at 1550 N. Federal Highway, Units 1-3, Boynton Beach, FL 33435. Michael Simon, Interim Executive Director BOYNTONr =BEACH CRA October 1, 2016 — September 30, 2017 ` BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCYBEACH CvtA COMMERCIAL FACADE IMPROVEMENT GRANT Pl� Program Rules & Requirements ap The Commercial Fagade Improvement Grant Program is designed to help facilitate the exterior improvement of existing commercial properties within the Boynton Beach Community Redevelopment Agency ("CRA") District by providing matching, reimbursable grants to property owners and tenants who expend private sector funds on projects that result in more visually appealing commercial properties. Projects that enhance commercial property within the CRA District may qualify for reimbursement of up to 50% of the applicant's project budget (up to $25,000) for approved exterior improvement projects. Applicants are encouraged to take advantage of the City of Boynton Beach's PACE Program to help defer the cost of installing energy efficient items above. Information regarding the PACE Program is available on line at http://www.boynton-beach.ong/-qo--qreen/pace program php or by contacting the City at 561-742-6067. Attached is the ReNew PACE Eligible Product List. I. INCENTIVE FUNDING The purpose of the program is to encourage commercial property owners to upgrade their properties by improving the external appearance of their business and to encourage businesses to invest in their operations. The result will halt deterioration, stabilize property values, improve/upgrade appearance of the area and facilitate and encourage redevelopment activity in the target area. Through the Commercial Fagade Improvement Grant Program, CRA will provide, on a reimbursement basis, a 50% matching grant for eligible Fagade improvements, up to a total of twenty five thousand dollars ($25,000). By submitting an application the Applicant acknowledges that the grant reimbursement program is in place to further the goals and objectives of the CRA and that the CRA Board reserves the right to approve or deny any application under the grant program and to discontinue payments at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for the redevelopment of the CRA District. Eligibility Requirements Eligible improvements for this program include: Painting Shutters • Awnings/canopies Idnawt— Page 1 of h 710 North Federal Highway, Boynton Beach, FL 33435 - Phone 561-737-3256 Fax 561-737-3258 00721477-I _www.cWhbovnton.com ® Decorative exterior fagade improvements Exterior doors/windows Landscaping around the building • Irrigation • Parking lot re -paving, re -sealing, re -striping • Exterior lighting Patio or decks connected to the building • Exterior wall repairs (e.g. stucco, brick or wood repairs and replacement) • ADA improvements • Signage • Fencing (excluding : chain link, barbed wire, and wood panels) Demolition of structure and (re)sodding of vacant property • Electric vehicle charging station -See Attached Renew PACE Eligible Product List - highlighted • Solar electricity and water heating -See Attached Renew PACE Eligible Product List - highlighted In addition, the following rules are applicable to this program: The program is available only for properties located within the CRA District. Note: See attached CRA District Map. 2. Facade improvements must be consistent with the CRA's Design Guidelines, Note: CRA Design Guidelines are available on the CRA website hft[)://www.catchboynton.r-om :sed exterw l apr v rncantu using ORA, hinds muss, bc&'Rplovod b nee, 014"A3w'-; 'L 1"he CW,,, Buap a,,,y ni kfa oxiedar Improv ments W"'Qw4d Q1 om, th sign Guldellho& 3. The program is for commercial properties and businesses only. Commercial businesses must be properly licensed with the City and County. Non-profit uses and residentially zoned properties (including multi -family units, apartment buildings and duplexes) are NOT eligible. The property owner must be the applicant. However, if the property is currently leased to a tenant, then the Application and Agreement must be jointly executed by both the owner and the tenant. 4. All work must be done in compliance with applicable City of Boynton Beach Building Codes and Land Development Regulations. All contractors must be licensed in Boynton Beach/Palm Beach County. Please contact the City of Boynton Beach Development Department regarding the proposed work to be performed prior to submitting a fagade grant application. b: Grant funding amounts will be based on the applicant's project budget specified at the time of the CRA approval. Page 2 of 8 710 North Federal Highway, Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 www.catchbovnton.com omzierr-1 6. Project items completed and paid for more than sixty (60) days prior to grant approval by the CRA Board are not eligible for reimbursement under the grant program. Items completed and paid for by the applicant prior to CRA Board approval may be excluded and/or denied at the CRA Board's sole discretion if the CRA Board determines the improvements are not consistent with the CRA's Design Guidelines. 7 The applicant must complete the fagade improvement project and submit for reimbursement within 120 days of the grant award. For projects requiring a permit, completion and submittal for reimbursement must occur within 120 days of the issuance date of the project permit. At the CRA's sole discretion, the CRA may grant one 30 day administrative extension for good cause. Failure to complete the fagade improvements within the time limit will result in a denial of grant funding. 8. Grant funds will be reimbursed exclusively for approved work and approved change orders. 9. The Commercial Fagade Improvement Grant Program may only be used one time in any five year period for any one property. Properties may reapply for additional grants any time after five years from previous grant approval. 10. In order to qualify for the grant, the subject property may not have any OL Boynton Beach liens at the time the Applicant seeks reimbursement. T of Mbeffiy dnes hol —dilift-nding dode liens, wlll perloirn e Ilea toeanch In the event that there is an outstanding lien against the property, the grant will not be awarded until the complete satisfaction of the lien. 11. Application and CRA Board approval of this grant is for funding only. Approval of CRA grant funding is NOT approval of any type of City processes including, but not limited to, permits and site plan modification. Applicant must apply for permits and site plan modification through the appropriate departments at the City. All commercial projects require permitting and site plan modification reviews. It is the responsibility of the Applicant to obtain all necessary City approvals. II. APPLICATION PROCESS Applications can be obtained from the CRA office located at 710 North Federal Highway, Boynton Beach, Florida 33435 or downloaded from www.catchboynton.com. All applicants are required to meet with CRA staff in order to determine eligibility before submitting an application. Funding requests will not be considered until all required documentation is submitted to the CRA office. The CRA will administer the Commercial Fagade Improvement Grant Program and funding. In addition to the appropriate City of Boynton Beach building inspections, the CRA will inspect the work to determine the satisfactory completion of the work. finals. Page 3 of 8 710 North Federal Highway, Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 www.catchboynton.com 00721477-1 Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the CRA Board. Applicants must submit an original, "hard copy" application with all materials to the CRA for review and approval by the CRA Board. Applications will be considered on a first-come, first-served basis. Application packets must include the following documentation: 1. Written detailed project budget describing the improvements to be done to the property. It must list all project costs for which the applicant is requesting reimbursement. The project budget must provide a total cost of the project 2. Cost estimate(s) from a licensed contractors) as specified in the applicant's project budget opd up U r �� 0 t" Q r) 3. Copy of Warranty eed 4. Copy of Lease (if applicable) 5. Plans or sketches if applicable 6. Site plan and plant list for landscape projects 7. Copy of permit receipt. If the permit has not been applied for prior to submission of the grant application, a copy of the building permit receipt is due within 90 days of grant approval 6. A minimum of four (4) 3" x 5" color "before" photos of the project which must include "public views" 9. _ Snage design with colors & materials proposed if applicable .-� C011�}n 10. Project color chips, material sarnp e1 s. a� erial specifications, if applicable specifications. ATTACHED FORMS TO BE COMPLETED: 1 Completed and signed application. W9 Form (attached). *City Planning & Development Dept. Acknowledgement Form (attached). *City Permit Dept. Acknowledgement Form (attached). *The above referenced City Forms must be completed and submitted to the appropriate departments located at City Hall 100 E. Boynton Beach Blvd., Boynton Beach, FL 33435. Phone #561-742-6000. Ill. REIMBURSEMENT PROCESS 1. Invoices, receipts or other acceptable evidence of payment from all suppliers and licensed contractor(s) that have been marked "paid in full." Proposals for "work to be completed" or "bids" are not considered proper documentation. Each item will be supported by a cancelled check showing the face of the check, as well as the back of the cancelled check. C -W Page 4 of 8 710 North Federal Highway, Boynton Beach, FL 33435 phone 561-737-3256 Fax 561-737-3258 www.catchboynton. com 00721477-1 The only forms of cash payments that are acceptable as evidence of payment are cashier's checks and bank transfers. A copy of the cashier's check to the payee must be provided as proof of payment. If payment is being made by a bank transfer, a copy of the statement from both payer and payee showing the transaction and/or a copy of the email/text verification from both parties. 2. A "final release of lien" signed by each licensed contractor. See attached Sample of Final Release of Lien form. 3. Proof that the work has been approved by the City of Boynton Beach Building Department. 4. CRA has received copies of final inspection approvals for all work that requires a permit. 5. Entire scope of work for eligible items is completed. 6. Applicant provides "after" photos. The Boynton Beach CRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be subject to production by the CRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the project. Nor shall issuance of a grant result in any obligation on the party of the CRA to any third party. The CRA is not required to verify that entities that have contracted with the Applicant have been paid in full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which Applicant is directly responsible is sufficient assurance for the CRA to award grant funding.. Page 5 of 8 710 North Federal Highway, Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 www.catchboynton.co 00721477-1 APPLICANT INFORMATION Name of Property Owner: J" As m5m ro pt -(A LS LLC I! Email Address: 9ry-N Address of Property Owner do a Las Qf u 'Zr ot- , &-k- tal. Ar tnana .. l 14 I o,&o4 City/State: Zip Code: Phone # Day: 'i1y SS i SOS Evening: Legal description of the property to be improved: Name of Tenant: if Different from Property Owner Email Address: nit .1(cnci -,_f-LdA L.(Ld, i C) Name of Business: lsfgoj,YKJ 'it -0--- s Property Address: 1 44 in .11 1 "LL -%— Where improvements are being made. City/State: S euntcn It4tA.,'r-1 _ _ Zip Code: 3343 Phone # Day: -C(pS-R%4 kl4(_y Evening: Type of Business: �,.. Years of Operation: nL , -LoILA 2. E Number ofAnnual Employees. s Payroll: Number of Employees residing in Boynton Beach: AS Page 6 of 8 710 North Federal Highway, Boynton Beach, FL 33435 –Phone 561-737-3256 Fax 561-737-3258 www.catchboynton.com 00721477-1 (Property owner's slgnat must be notarized) L. ?c 1Lk ,�IU— �J! Wiliness (Date) 1PraN er (Date) STATE OF V� C)Vjaa_ COUNTY OF Paj rn, 6MA Property Owner (©ate) BEFORE ME, an officer duly aLdbodzed by la o administer oaths and take acknowledgements;, personally appeared — R c ,� J� Ca c 1 who Is --personally personally known to me' -or produced as identlflcali o , and saknowledpuoi%etre - .ecuted the foregoing Agreement for the use and purposes mentioned In It and that the instrument is his/her act and deed. IN WITNESS OF THE REDOING, I have my hand and official seal In the State and County aforesaid on this day of 4 >t C X \ 20_11. NOTARY PUBLIC ANGIE RUIZ My Commission Expires: I Ii MY COMMISSION 6 FF 038198 :aEXPIRES: July 22, 2017 rd`; BondedThruNotaryPublic Under+dere (gyp Page 7 of 8 710 North Federal Highway, Boynton Beech, FL 33435 --phone 561-737-3256 Fax 561-737-3258 W721477-1 �rs�si��lirr�l2 MU PURM 1140 AN APP MAM IS ROT A QUARM, TEE OF FUNDING (TenentMuslness owner's signature must be nofatftd) Wltr (Date) n�. ( t � Tenant/ using ar (Date) Tenant/Busineas Order (Bete) BEFORE1WI� officer ly awtho d by law to administer ods and take acknowiedgernents, fel appeared - - who Is personally known to me or prod as Identification, and ed ed the foregoing Agreement for the use and purposes mentioned in it and that the Instrument Is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and ofFf 1 in the State and aforesaid on is day of 26 H NOTARY PUBLI My Commission Expires: iWNW= W COMANSM OMpi EXPIRES: JwV1y 11, 2D18 Bonded TM hbtdy /ubib tMdiroAi.n Pap 8 of 8 710 Nw& FedeW HigIrmy, Bolym on Bad PI, 33435 4nmo 561-7373256 Fax 561-737-3258 amun.i www.cgwAbov gmgM BOYBE ��C11A 03f 1�1 t1 DIZ +Z) _e )0a�0,-fe)/Lt &t t r„rc' �: �l>L?t-t COMMERCIAL FAQADE IMPROVEMENT GRANT PROGRAM CITY OF BOYNTON BEACH PLANNING & DEVELOPMENT DEPT. ACKNOWLEDGEMENT FORM CRA Commercial Grant Applicant: Ut has met with the City's Planning & Development Dept. to review the it be done on the property located at: n t pan (),.t..... Pte -ate ' t List of Improvements: that will r City of Boynton Beach Planning & Development Dept. P(C-,is C� (Seed ►�tQ45� i n� 710 North Federal Highway, Boynton Beach, FL 33435 —Phone 561-737-3256 Fax 561-737-3258 www.catchboynton.com BO_ Y TO �` •, BEACH o3j 2�1 i� Scat S94 � ��1 to COMMERCIAL FAgADE IMPROVEMENT GRAFT PROGRAM CITY OF BOYNTON BEACH PLANNING & DEVELOPMENT DEPT. ACKNOWLEDGEMENT FORM CRA Commercial Grant has met with the City's Planning & Development Dept. to review the Ir be done on the property located atffi_{c,n Pal, Ple-a< List of Improvements: � lY that will I IF City of Boynton Beach Planning & Development Dept. Pt4,lq-r bco,(Lj iLAAL Jr�� (SCS 1,/t[t35e� i n� Reviewed by: Date: Requirements: la .v&& Si /--r ��-pyr! 6gi7(_u'U roiU /.3,6/0,9,�n M 710 North Federal Highway, Boynton Beach, FL 33435 —Phone 561-737-3256 Fax 561-737-3258 www.catchboynton.com 4/5/2017 —woomwi-M Search by Owner, Address or Parcel ."" is�i 00 fry Proper Record Owners YACHTSMANS PROPERIIES',LC Property detail Location 1550 N FEDERAL HWY 1 Municipality BOYNTON BEACH Parcel No. 08434522060000630 Subdivislun COQUINA COVE IN Book 27258 Page 8. Sale Date DEC 2014 k STauS CONSULTR+L Ma1Rn LLC C/O 80 BUSINESS r Add.... PARK DR STE 103 ARMONK NY 10504 1704 Use Type :610 STORES Total 16772 Square Feet Sales Information $ales Dale. Price t DEC 2014 3412500 I 'AUL-1005 4700000 'h '.JUL 2005 10 JAN -19:15 100 f JAN -1966 750000 I� Appraisals Tax Year 2016 Improvement Value 5809,944 Land Value $726.901 Total Market Value $1,536.845 All values are as o(January 1st arh year Assessed/Taxable values T. - Year 2016 Assessed Value $1,536,845 Exemption so A -t Taxabk Value $1,536,845 Taxes Tu year 2016 Ad Vabnm 533,549 Non Ad Vabnm 57,108 3 PAPA Maps X .1117 -41114 j J150 k, is http://maps.co.paim-beach.fl.us/cwgis/papa.html?gvalue=08434522060000630 1/1 ---------- ----------------- ------- — --- I FFT 1 / +28.8 PSF -361 dB.1 PSF b Ol EXTERIOR ELEVATION SCALE: IW • 1'-0' 4 P. W1, 14; 1 IPP lam FTI I I I, 1 1-. IIN - i- LI 4 ���� A. �� • w. � � / � .� i _� 14 W.%3-3 This Lease (the "Lease"), entered into on _.jI �, I : 31 6 between YACHTSMANS PROPERTIES, LLC, a Delaware limited liability company, having its principal place of business c/o Stajus Consulting, LLC, 80 Business Park Drive, Suite 103, Armonk, NY 10504, referred to as "Lessor," and ` gn a(_4 L a L4"-,,havin�j its principal place of business at referred to as "Lessee." i«O ( SECTION ONE DESCRIPTION OF PREMISES Lessor leases to Lessee the store premises (the "Premises") shown as "Units 1-3" on the Site Plan attached hereto asExhi A, located in "Ocean Palm Plaza — Building 1550" at 1550 North Federal Highway, Boynton Beach, Florida (the "Shopping Center"). For the purposes of this Lease, "Units 1-3" shall also include both bathrooms and the hallway between bathrooms located between "Units 1-3" and "Units 4-6" as shown on the Site Plan attached hereto as Exhibit "A." (Lessor reserves the right in its sole discretion to change the name of the Shopping Center at any time, with or without notice to or approval of Lessee). SECTION TWO TERM The initial term of this Lease ("Term" or "Lease Term") is approximately Five (5) years, beginning on the Delivery Date (as defined in Section Four) (the "Commencement Date"), and terminating on the last day of the month in which occurs the Fifth (5`h) anniversary of the Rent Commencement Date, as that term is defined in Section Three, (the "Termination Date"), unless the Lease is extended as provided in Section Thirty -One. Any Extension Term, properly exercised, shall become part of the Lease Term for all purposes hereunder. SECTION THREE FIXED RENT AND OTHER CHARGES A. FIXED RENT. Lessee shall pay Lessor Fixed Rent, in advance, without any offset or deduction on the first day of each month of the Term in the following amounts (which amounts do not include applicable Florida Sales Tax, which in all events shall be paid by Lessee): Year PSF Rent 1 $18.00 2 $18.54 3 $19.10 4 $19.67 5 $20.26 Annual Rent Montle Rent $73,116 $6,093 $75,304 $6,276 $77,569 $6,464 $79,896 $6,658 $82,293 $6,858 I� B. RENT COMMENCEMENT DATE. Lessee shall begin all payments of Fixed Rent, unless otherwise specified in this Lease, on the Rent Commencement Date, which shall be one hundred thirty five (135) days from the receipt of a final construction building inspection from the City of Boynton Beach. C. INITIAL OPERATING EXPENSES: $7 per square foot per annum ($0.58 per square foot per month), payable in monthly installments on the first day of each and every month during the Term (subject to periodic adjustment pursuant to Section 8). Lessee's Proportionate Share of Operating Expenses shall be 21 %, which share is derived by dividing the number of gross rentable square feet contained in the Premises (stipulated to be 4062 square feet) by the "Gross Rentable Shopping Center Square footage" (19,334), which is the aggregate number of square feet contained in the Shopping Center being used for retail purposes. Lessor may adjust the Gross Rentable Shopping Center Square Footage to account for outparcels shown on the Site Plan to account for the fact that such tenant(s) or occupant(s) may pay or incur certain Operating Expenses directly. D. SECURITY DEPOSIT: $8,632. The Deposit shall be held as security for the payment of Rent, and for performance of all other terms, covenants and conditions of Lessee hereunder; the amount of the Deposit, without interest, shall be repaid to Lessee after the Termination Date, provided Lessee shall have performed all terms, covenants and conditions under this Lease. Upon any Event of Default by Lessee, all or part of the Deposit may, at Lessor's sole discretion, be applied on account of such default, and thereafter Lessee shall promptly restore the resulting deficiency in the Deposit. The Deposit may be co -mingled by Lessor with its own funds. Lessee acknowledges that the Deposit is not to be construed as prepaid Rent by Lessee for any rental period during the Term. The Deposit is in addition to, and not a substitute for any statutory landlord's lien provided u der law. PtLLl t 'ri� S_,,tn.t.'riS tk bt s ;I(tin1 /s E. DUE ON SIGNIICs� sig$&,4 , fiFst 11 U ,470 senth's rertt of $6,858-, 4ast-mo>ttW t'ed6.t.td— Ke- 14LnQ. ��i,nn /�� 4VY/1- 'aN+Pratrt /+1�/0- dCLI.Ct S C�atck *� F. PAYMRT; LATE FEES: Fixed Rent, sting Expenses and any other payments due under this Lease (whether or not designated as "Additional Rent" hereunder) shall be collectively referred to as "Rent". Lessee shall pay Lessor the Fixed Rent and Operating Expenses in monthly installments each month (plus any applicable Florida Sales Tax), beginning on the Rent Commencement Date, with succeeding payments as called for in the Lease due on the 11 day of each subsequent month during the Term of the Lease. Late Fees equal to the greater of Two Hundred Dollars ($200.00) or ten percent (10%) of the past due amount, plus interest calculated at the rate of 1.5% per month (or if less, the maximum amount allowed under applicable law) shall be assessed if Rent (or any portion thereof) is not received by the 5' of the month in which it becomes due. In addition to the foregoing Late Fees, bad checks shall also incur an administrative charge of Fifty Dollars ($50.00), plus any fee imposed on Lessor by its bank or financial institution. SI-;CTION FOUR CONDITION OF THE PREMISES Lessor shall deliver the Premises to Lessee with all of Lessor's Work (as described in Exhibit B attached hereto) substantially complete no later than the Outside Delivery Date (as defined in Section Seven). Unless Lessor is delivering possession on execution of this Lease, Lessor agrees to provide Lessee with at least three (3) days notice of the date on which Lessor intends to deliver the Premises, which date shall be known as the "Delivery Date". Lessor and Lessee stipulate that the Premises will consist of the number of square feet of leaseable area set forth in Section Three (C), Except for Lessor's Work, the Premises shall be delivered in strictly "AS -1S, WHERE IS" condition and Lessee shall accept the same in the condition existing on the date delivered without claims for repairs or improvements. Acceptance of the Premises by Lessee shall be construed as recognition that the Premises are in a good state of repair and in sanitary condition on the date delivered, which Premises are hereby accepted by the Lessee. Lessor makes no express or implied warranty or representation as to the fitness of the Premises for Lessee's intended use. nor the existence or operation of other tenants or occupants within the Shopping Center, nor the condition of any systems or services serving the Premises, including without limitation the HVAC or any utility service. Lessee shall arrange and pay for all utilities furnished to the Premises for the Term of this Lease, including, but not limited to, electricity, gas, water, sewer, and telephone service. Lessor must approve Lessee's construction plans for its initial build -out in writing before Lessee may begin any work in the Premises. SECTION FIVE USE OF PREMISES; RESTRICTIONS ON USE Lessee may use the Premises for the purposes of a "commercial kitchen, culinary incubator, and retail kitchen " (the "Permitted Use"), and for no other use or purpose. For the purposes of this Lease, a "commercial kitchen, culinary incubator, and retail kitchen" shall be defined as the following: Commercial Kitchen- a place of business where different foods are prepared and cooked for wholesale and retail sales and distribution. Culinary Incubator- a place of business that is outfitted as a commercial kitchen and is subleased in -part to chef entrepreneurs and other small food related business for the purpose of preparing and selling different food cuisine. Retail Kitchen- A place of business that offers food and beverages for sale to the general public. For the purpose of this Lease, the Retail Kitchen shall be limited in size and scope to less than 33% of the Premises. Lessee shall operate under the trade name" LA -C " and shall not change such trade name without the prior consent and approval of Lessorr *hich may be granted or withheld in Lessor's sole discretion. Lessee shall restrict its use to such purpose, and shall not use or permit the use of the Premises for any other purpose without the prior, express, and written consent of Lessor or Lessor's authorized agent. Lessee shall not use the Premises in any manner that will increase risks covered by insurance on the Premises and/or result in an increase in the rate of insurance or a cancellation of any insurance policy, even if such use may be in furtherance of Lessee's business purposes, or allow a lien or other encumbrance to attach to Lessor's estate. In no event shall Lessee violate any of the Exclusive and Prohibited Uses listed on Exhibit -C• Lessee shall not keep, use, or sell anything prohibited by any policy of fire insurance covering the Premises, and shall comply with all recommendations and requirements of the insurers applicable to the Premises and necessary to keep in force the casualty and liability insurance. OR Lessee agrees to initially open for business on or before the Rent Commencement Date, and continuously operate its business in the Premises fully stocked, staffed and fixtured, during regular business hours (at least 9 am to 5 pm Monday through Saturday) during the entire Lease Term. Upon written consent by Lessor of Lessee's plans to expand the size and scope of the Premises, lessee shall be allowed to expand the size of the Premises to include theoutdoor space directly adjacent to the western most wall of the Premises. If approved by the City of Boynton Beach and Lessor. the expanded outdoor space shall include parts of the Shopping Center that are currently "driveway" space. SECTION SIX WASTE, NUISANCE, AND COMPLIANCE WITH LAWS Lessee shall not allow any waste or nuisance on the Premises, nor use or allow the Premises to be used for any unlawful purpose or in an unlawful manner. Lessee shall comply with all laws, rules, regulations or ordinances governing the Premises, shall obtain and keep in full force and effect all occupational, sales tax or other licenses required by any governmental agency having authority over Lessee's business, and shall pay all dues, fees, taxes or other charges imposed on i.essee's business by any authorized governmental authority. SECTION SEVEN DELAY IN DELIVERING POSSESSION Lessee shall receive the unit upon execution of this lease in "as -is" condition, however this Lease shall not be rendered void or voidable by the inability of Lessor to deliver possession to Lessee on any specified date. Lessor shall not be liable to Lessee for any loss or damage suffered by reason of any delay; provided, however, that in the event, for any reason, Lessor does not substantially complete Lessor's Work and deliver the Premises within 120 days of the execution of this Lease Agreement ("Outside Delivery Date"), the Rent Commencement Date shall be extended one (1) day for each day of delay in completing Lessor's Work. No extension of this lease shall result from a delay in delivering possession. SECTION EIGIIT OPERATING EXPENSES A. The term "Operating Expenses" shall mean all costs and expenses incurred by or on behalf of Lessor in operating, managing, maintaining and repairing the Shopping Center, including, without limitation, all costs with respect to insurance expenses, real estate taxes (whether general or special, ad valorem or otherwise), al I costs and expenses of operating, managing, maintaining, repairing and replacing, signing, cleaning, painting and striping of the Shopping Center (including, without limitation, the cost of uniforms, equipment and employment taxes); payroll burden of all employees (payroll taxes and employee benefits); security; alarm, surveillance and life safety systems; janitorial services; maintenance of sprinkler systems; removal of water, trash and debris; payments required by governmental authorities; costs and expenses in connection with maintaining governmental authority ambient air and environmental standards; the costs of all materials, supplies and services purchased or hired therefore; operation of public toilets; maintenance, repair and replacement of the roof, utility systems serving the Shopping Center including, without limitation, water, sewer and storm water lines and other utility lines, pipes and conduits; 4 'iw management fees, costs and expenses of inspecting and depreciation of machinery and equipment used in the operation and maintenance of the Shopping Center and personal property taxes and other charges (including, but not limited to, financing, leasing or rental costs) incurred in connection with such equipment: costs and expenses of capital repairs and replacements to the Shopping Center, including, without limitation, lighting and shrubbery; costs of providing water, sewer, power and other utilities to the Shopping Center; the cost of any capital improvements made to the Shopping Center by Lessor that reduce other Operating Expenses or made to the Shopping Center required under any governmental requirement; and administrative costs attributable to the Shopping Center for on-site personnel and an overhead cost equal to fifteen percent (15%) of the total costs and expenses of operating and maintaining the Shopping Center. Lessor may elect to amortize any of the foregoing costs and expenses over such period as Lessor shall determine together with interest at the rate of fifteen percent (15%) per annum. B. Commencing Ninety (40) Days from the execution of this Lease or upon receipt of final construction inspection from the City of Boynton Beach, whichever is first, Lessee shall pay, with each monthly installment of Fixed Rent, one -twelfth (1 / 12) of Lessee's Proportionate Share of annual Operating Expenses. Such amounts shall be calculated by Lessor based upon the prior (calendar or fiscal, at Lessor's sole election) year actual amounts incurred by lessor with respect to such Operating Expenses and Lessor shall include an amount reasonably estimated by Lessor toward any increase in such charges for such succeeding years. Lessor may at any time increase such estimate of the Operating Expenses in accordance with the provisions of this Section. Upon determination by lessor of the actual amounts incurred by Lessor during the then current year for such charges, Lessee shall pay upon demand the amount of any deficiency in such estimated payments toward the actual amounts incurred therefor by Lessor, and lessor shall credit any overpayment by Lessee toward the next accruing monthly payments for such charges until fully recouped. Lessee's obligation to pay the Additional Rent pursuant to this Section which accrues during the Term shall survive expiration or earlier termination of this Lease. Atter the end of each calendar year during the Term, Lessor shall furnish to Lessee a statement in reasonable detail of the actual costs and expenses related to the Operating Expenses payments, and there shall be an adjustment between lessor and Lessee, with payment to or repayment by Lessor, as the case may require. Any required repayment by Lessor may be accomplished, at Lessor's option, by crediting the amount of overpayment against Fixed Rent or future monthly payments of Operating Expenses (or any portion thereof as determined by Lessor) which may be or become owed by Lessee, and shall be deemed conclusive between the parties. Such statement may also contain an estimate by Lessor of the Operating Expenses payments for the next succeeding year, and Lessor may adjust from time to time the estimated payments of Operating Expenses. Until such time as lessor provides a statement adjusting the estimated Operating Expenses payments, Lessee shall continue to make payments in the amount of the prior estimated amount from Lessor, subject to adjustment pursuant to this Section, and upon notification of the increase by Lessor, Lessee shall pay the full amount of the increase which is due for any prior months during the adjusted period and thereafter continue to make payments at the adjusted amount. SECTION NINE REPAIRS AND MAINTENANCE A. Lessor shall maintain the roof; foundation and structural soundness of the exterior walls (excluding all windows and doors) of the buildings and the Common Areas located in the Shopping Center. 1_*k' B. Lessee shall, at its sole cost and expense, maintain, repair and replace all other parts of the Premises in good condition and repair including, without limitation, all utilities, fixtures, mechanical, electrical, plumbing systems and equipment located in, on or about the Premises, and the heating, ventilating and air conditioning ("HVAC") system(s) servicing the Premises. Lessee, at its sole cost and expense, shall keep and maintain the Premises and the areas immediately surrounding the Premises, at all times in a neat, clean and sanitary condition (including the removal and/or disposal of any trash) and in accordance with all governmental requirements, and Lessee shall, at its sole cost and expense, repair and replace all damage to the Premises caused by Lessee and its agents, officers, employees, contractors and invitees. If Lessee fails to comply with the above obligations and such failure continues for three (3) days after notice from Lessor, Lessor may perform, but is not obligated to perform, any such Lessee obligation, and the cost thereof shall be paid by Lessee as Additional Rent within ten (10) days of demand from Lessor. It is the parties intention that the Lease be a "net lease", and Lessee shall pay, in addition to Rent, all costs and expenses related to the Premises, including without limitation, all maintenance, repair and replacement expenses, except as specifically provided to the contrary in this Lease. Lessee shall throughout the Term maintain a service contract with an air conditioning repair firm approved by Lessor, at Lessee's sole cost, for the regular and emergency maintenance and repair and replacement of the HVAC systems servicing the Premises, including, without limitation, the periodic cleaning of the coils of the HVAC unit. Neither Lessee nor Lessee's employees, agents contractors or invitees shall be permitted access to the roof of the Premises or Shopping Center. Additionally, if the 14VAC system (or other utility equipment) is damaged by vandalism, fire, lightning or other casualty, Lessee shall be responsible for the cost of repair (and if necessary, replace) the equipment. Lessee's sole right of recovery shall be against Lessee's insurers for loss or damage to stock, furniture and fixtures, equipment, improvements and betterments. For any work that Lessee is responsible under this Lease which involves access to and/or penetration of the roof surface, without limiting Lessor's right to approve any alterations or work (and contractors performing the same) as provided in Sub -section (C) below, Lessee shall provide Lessor prior written notice and shall employ Lessor's contractor at Lessee's sole cost. Notwithstanding anything to the contrary contained in this Lease, lessee shall not be permitted to perform any structural alterations or repairs to the Premises, and at Lessor's sole election either Lessor or Lessor's designated contractor shall perform, at Lessee's sole cost and expense, any such structural alterations and repairs. As a part of Lessee's general maintenance obligation, Lessee shall enter into an annual contract with a licensed, bonded and insured pest control contractor reasonably acceptable to Lessor, fully licensed to inspect and treat for pests, which shall provide services as dictated by Lessee and as Lessor may reasonably require from time to time. Upon demand by Lessor, Lessee shall furnish to Lessor a copy of the pest control maintenance contract described above. Nothing stated hereinabove shall limit Lessee's obligation to maintain the Premises free of pests throughout the Term. Lessee shall also close out any permits pulled by or on behalf of Lessee. C. Lessee shall not make any alterations to the Premises without the prior written consent of Lessor. Lessor shall not unreasonably withhold its consent to any interior, nonstructural alterations, but Lessor may withhold or deny its consent to any exterior alterations, or to any alterations which affect the roof, structure or mechanical electrical or plumbing facilities serving the Premises in its sole discretion. In any event, Lessor must approve any contractors Lessee may engage to perform any alterations in, on, or about the Premises. D. In order to comply with the provisions of Section 713.10 Florida Statutes, it is specifically provided that neither Lessee nor anyone claiming by, through or under Lessee, including, without limitation, contractors, subcontractors, materialmen, mechanics and laborers, shall have any right to file or place any kind of lien whatsoever upon the Premises or the Center or any improvement thereon, and any such liens are specifically 6 M prohibited. Ail parties with whom Lessee may deal are put on notice that Lessee has no power to subject Lessor's interest to any claim or lien of any kind or character, and all such persons so dealing with Lessee must look solely to the credit of Lessee, and not to Lessor's interest or assets. Lessee shall put all such parties with whom Lessee may deal on notice of the terms of this Section. if at any time a lien or encumbrance is filed against the Premises or the Center as a result of Lessee's work, materials or obligations, Lessee shall promptly discharge said lien or encumbrance, and if said lien or encumbrance has not been removed within ten (10) days from the date it is filed, Lessee agrees to deposit with Lessor cash in an amount equal to one hundred fifty percent (1500/6) of the amount of any such lien or encumbrance, to be held by Lessor (without interest to Lessee) until any such lien or encumbrance is discharged. SECTION TEN SURRENDER OF PREMISES Lessee shall surrender the Premises at the end of the Term, or any renewal of -such Term, in the same condition as when Lessee took possession, allowing for reasonable use and wear. Before surrender, Lessee shall remove all business signs placed on the Premises by Lessee and restore the portion of the Premises on which they were placed in the same condition as when delivered by lessor, specifically including any vaults, safes, or other fixtures, and restoring such portion of the Premises. Lessor shall have the right 30 days prior to the termination of this lease (or at any time Lessee is in default of its obligations under this Lease) to place "FOR RENT" signs (or their equivalent) in or on the Premises. SECTION ELEVEN PARTIAL DESTRUCTION OF PREMISES Partial destruction of the Premises shall not render this Lease void or voidable, nor terminate it except as specifically provided in this Lease. If the Premises are partially destroyed during the Term of this Lease. Lessor shall repair them when such repairs can be made in conformity with governmental laws and regulations. within 180 days of the partial destruction. Written notice of the intention of Lessor to repair shall be given to Lessee within 60 days after any partial destruction. Fixed Rent will be reduced proportionately to the extent to which the repair operations interfere with the business conducted on the Premises by Lessee. If the repairs cannot be made within the time specified above, Lessor shall have the option to make them within a reasonable time and continue this Lease in effect with proportional rent rebate to Lessee as provided for in this Lease. If the repairs cannot be made in 180 days, and if Lessor does not elect to make them within a reasonable time, either party shall have the option to terminate this Lease. SECTION TWELVE ENTRY ON PRF,MISF,S BY LESSOR Lessor reserves the right to enter on the Premises at reasonable times to inspect them, perform required maintenance and repairs, or to make additions, alterations, or modifications to the Common Areas or to any part of the building in which the Premises are located, and Lessee shall permit Lessor to do so. lessor may erect scaffolding, fences, and similar structures, post relevant notices, and place moveable equipment in connection with making alterations, additions, or repairs, all without incurring liability to Lessee for disturbance of quiet enjoyment of the Premises, or loss of occupation or use of the Premises. Lessor will have the right (i) to establish, modify and enforce reasonable rules and regulations from time to time with respect to the Common Areas; (ii) to enter into, modify and terminate agreements pertaining to the use and maintenance of the Common Areas; (iii) to close temporarily portions of the Common Areas; and (iv) to do and perform such other acts in and to said areas and improvements as Lessor shall determine. SECTION THIRTEEN SIGNS, AWNINGS, AND MARQUEES INSTALLED BY LESSEE Lessee shall not construct or place signs, awnings, marquees, or other structures projecting from the exterior of the Premises without the prior, express, and written consent of Lessor, which consent may be granted or withheld in Lessor's sole and absolute discretion. Subject to municipal code approval (to be obtained by Lessee), Lessor hereby approves Lessee's signage as shown on Exhibit D. Lessee shall remove signs, displays, advertisements, or decorations it has placed on the Premises that, in the opinion of Lessor, are offensive or otherwise objectionable in Lessor's sole opinion. if Lessee fails to remove such signs, displays, advertisements, or decorations within S days after receiving written notice from Lessor to remove them, Lessor reserves the right to enter the Premises and remove them at the expense of Lessee. In any event, Lessee shall conform any signs to the Sign Criteria then in effect for the Shopping Center. Except as provided herein and approved by Lessor, Lessee shall have no other rights to have any other signage or other identification displayed in the Shopping Center, Lessee shall be entitled to maintain a sign panel on the Shopping Center Pylon in the size and location shown on Exhibit D. Such panel shall conform to the manufacturer's specifications for the pylon structure, and shall be manufactured, delivered, and installed at Lessee's sole expense. Lessor reserves the right to require Lessee to use Lessor's sign company to install Lessee's panel. Lessee shall maintain, repair, and replace (as necessary) its panel on the pylon, and Lessee agrees to replace such panel if, in Lessor's opinion, such panel becomes faded, broken, cracked, or otherwise in disrepair. If Lessee fails to replace such panel within thirty (30) days following Lessor's written notice, or if Lessee is in default of this Lease beyond any applicable notice and cure periods, Lessor may remove Lessee's panel (at Lessee's expense) and replace the same with a blank panel, or at Lessor's option a panel identifying another tenant or occupant of the Shopping Center. Lessee shall file the required store sign applications with the City of Boynton Beach within 30 days of the date ofthis Lease, and shall install the store sign within 30 days of receipt of a permit from the City of Boynton Beach to install the store sign. Failure to install the sign pursuant to the above timeline shall result in a one hundred dollar ($100) per day penalty for each day late. SECTION FOURTEEN BUSINESS SALE SIGNS Lessee shall not conduct "Going out of Business," "Lost Our Lease," "Bankruptcy," or other sales of a similar nature on the Premises without the prior written consent of Lessor. In no event shall Lessee erect or maintain any permanent or temporary signage (i.e., "reader boards", billboards, "lollipop" signs, mobile marquee, vehicles bearing signage identifying Lessee) in or on the Premises or the Common Area, without the prior written approval of Lessor, which may be withheld in Lessor's sole discretion. 0m SEC`FION FIFTEEN NONLIABILITY Of LESSOR/EXCULPATION Lessor shall not be liable for liability or damage claims for injury to persons or property from any cause relating to the occupancy of the Premises by Lessee, including those arising out of damages or losses occurring on sidewalks and other areas adjacent to the Premises during the Tenn of this Lease or any extension of such Term. Lessee shall indemnify Lessor, its agents, employees, officers and directors, to the greatest extent permitted by the laws of the State of Florida from any and all liability, loss, or other damage claims or obligations resulting from any injuries or losses of any nature, directly or indirectly related to the Lessee's use and occupancy of the Premises, including, without limitation, any claims arising in common or other areas of the property of the lessor. The obligations of Lessor under this Lease do not constitute personal obligations of Lessor or its individual partners, shareholders, directors, officers, employees and agents, and Lessee shall look solely to Lessor's then existing interest in the Premises, and to no other assets, for satisfaction of any liability in respect of this Lease, and will not seek recourse against Lessor's individual partners, shareholders, directors, officers, employees or agents, or any of their personal assets or those of any related entity for such satisfaction. No other properties or assets of Lessor or any related entity shall be subject to levy, execution, or other enforcement procedures for the satisfaction of any judgment (or other judicial process) or for the satisfaction of any other remedy of Lessee arising out of or in connection with this Lease, the relationship of landlord and tenant, or Lessee's use of the Premises. Lessee's sole right and remedy in any action concerning Lessor's reasonableness (if and where the same is required under this Lease) shall be an action for either declaratory judgment or specific performance. SECTION SIXTEEN LIABILITY INSURANCE Lessee shall procure and maintain in force at its expense during the Term of this Lease and any extension of such Term, public liability insurance (and liquor liability insurance, if applicable) with insurance companies and through brokers approved by Lessor. Such coverage shall be adequate to protect against liability for damage claims through public use of or arising out of accidents occurring in or around the Premises, in a minimum amount of $1,000,000 for each person injured, $2,000,000 for any one accident, and $1,000,000 for property damage. The insurance policies shall provide coverage for contingent liability of Lessor on any claims or losses. Lessor, and any other persons or entities designated by Lessor, must be named as an additional named insured under any such policy of insurance. The insurance policies shall be delivered to Lessor for safekeeping. Lessee shall obtain a written obligation from the insurers to notify Lessor in writing at least 30 days prior to cancellation or refusal to renew any policy. The insurance policies shall provide coverage for contingent liability of Lessor on any claims or losses. Lessor, and any other persons or entities designated by Lessor, including but not limited to Lessor's managing agent, must be named as an additional named insured under any such policy of insurance. The insurance policies shall be delivered to Lessor for satekeeping. Lessee shall obtain a written obligation from the insurers to notify Lessor in writing at least 30 days prior to cancellation or refusal to renew any policy. If the insurance policies required by this section are not kept in force during the entire Term of this Lease or any extension of such Term, Lessor may, but shall not be required to procure the necessary insurance and pay Its Q the premium for it, and the premium shall be repaid to Lessor as an Additional Rent installment for the month following the date on which the premiums were paid by Lessor. SECTION SEVENTEEN ASSIGNMENT, SUBLEASE, OR LICENSE Lessee shall not assign or sublease the Premises (or any part thereof), nor grant any right or privilege connected with the Premises or use thereof, nor allow any other person except agents and employees of Lessee to occupy the Premises (or any part thereof) without first obtaining the prior written consent of Lessor, which consent may be granted or withheld by Lessor in its sole and absolute discretion. Consent by Lessor to one assignment, sublease or license shall not be consent to any subsequent assignment, sublease, or license. An unauthorized assignment, sublease, or license to occupy by Lessee shall be void and at the option of Lessor shall terminate this Lease. The interest of Lessee in this Lease is not assignable by operation of law without the written consent of Lessor. Any assignment for the benefit of creditors, or any transfer of stock, partnership, or other form of ownership interest in Lessee is prohibited except in accordance with the provisions of this Section. In addition, no assignment, sublease or license, whether with or without Lessor's consent shall affect any personal or corporate guaranty. As a condition of considering any request for Lessor's approval, together with its request, Lessee shall pay Lessor a review tee of One Thousand Dollars ($1,000.00), plus Lessor's reasonable attorney fees and or administrative fees in reviewing the terms and considerations of any proposed assignment, sublease or license, whether or not such transfer is approved by Lessor. SECTION EIGHTEEN BREACH Failure to pay any item of Rent when due, the appointment of a receiver to take possession of the assets of Lessee, a general assignment for the benefit of the creditors of Lessee, any action taken or allowed to be taken by Lessee under any bankruptcy act, or the failure of Lessee to comply with any term and/or condition of this Lease shall constitute a breach of this Lease. Lessee shall have 10 days after receipt of written notice from Lessor of a monetary breach, and 25 days after receipt of written notice from Lessor of a non -monetary breach to correct the conditions specified in the notice. If Lessee cannot reasonably cure such breach within the 10 day period of a monetary breach, and 25 day period for a non -monetary breach, Lessee shall have a reasonable time to convect the default, provided such action is commenced by Lessee within 5 days after receipt of the notice and diligently pursued to completion. Such additional time shall not be required for any event involving a failure to pay any item of Rent when due. SECTION NINETEEN REMEDIES OF LESSOR FOR BREACH BY LESSEE Lessor shall have the following remedies in addition to its other rights and remedies in the event Lessee breaches this Lease and fails to make corrections as set forth in Section Eighteen: Ic uw . A. Lessor may reenter the Premises immediately and remove the property and personnel of Lessee, store the property in a public warehouse or at a place selected by Lessor, at the expense of Lessee. B. After reentry, Lessor may terminate this Lease on giving 10 days written notice of termination to Lessee. Without such notice, reentry will not terminate this Lease. On termination, Lessor may recover from Lessee all damages proximately resulting from the breach, including, but not limited to, the cost of recovering the Premises and the balance of the Rent payments remaining due and unpaid under this Lease. C. After reentering, Lessor may relet the Premises or any pari of the Premises for any term without terminating this Lease, at such rent and on such tenors as it may choose. Lessor may make alterations and repairs to the Premises. The duties and liabilities of the parties if the Premises are relet shall be as follows: (1) In addition to Lessee's liability to Lessor for breach ofthis Lease, Lessee shall be liable for all expenses of the reletting, for the alterations and repairs made, and for the difference between the rent received by Lessor under the new Lease and the Rent installments that were due for the same period under this Lease. (2) Lessor, at its option, shall have the right to apply the rent received from reletting the premises (a) to reduce Lessee's indebtedness to Lessor under this Lease, not including indebtedness for Rent, (b) to expenses of the reletting and alterations and repairs made, (c) to Rent due under this Lease, or (d) to payment of future Rent under this Lease as it becomes due. If the new Lessee does not pay a Rent installment promptly to Lessor, and the Rent installment has been credited in advance of payment to the indebtedness of Lessee other than Rent, or if rentals from the new Lessee have been otherwise applied by Lessor as provided for in this section. and during any Rent installment period, are less than the Rent payable for the corresponding installment period under this Lease, Lessee shall pay lessor the deficiency, separately for each rent installment deficiency period, and before the end of that period. Lessor may, at any time after such reletting, terminate this Lease for the breach on which Lessor based the reentry and relet the Premises. After reentry, lessor may procure the appointment of a receiver to take possession and collect rents and profits of the business of Lessee. If necessary to collect the rents and profits, the receiver may carry on the business of Lessee and take possession of the personal property used in the business of Lessee, including inventory, trade fixtures, and furnishings and use them in the business without compensating Lessee. Proceedings for appointment of a receiver by Lessor, or the appointment of a receiver and the conduct of the business of Lessee by the receiver, shall not terminate this Lease unless Lessor has given written notice of termination to Lessee as provided in this Lease. SECTION TWENTY A'I'FORNEY AND BROKER FEES If either party engages the services of an attorney or law firm in an effort to enforce any agreement contained in this Lease, or for breach of any covenant or condition, by filing an action or otherwise, the non -prevailing party shall pay reasonable attorney fees to the prevailing party in the action. SECTION TWENTY-ONE CONDEMNATION Eminent domain proceedings resulting in the condemnation (or a deed in lieu thereof) of a part of the Premises, but leaving the remaining premises usable by Lessee for the purposes of its business, will not terminate this Lease unless Lessor, at its option, terminates this Lease by giving written notice of termination to Lessee. The effect of any condemnation, where the option to terminate is not exercised, will be to terminate this Lease as to the portion of the Premises condemned, and the lease of the remainder of the Premises shall remain intact. The Fixed Rent for the remainder of the lease term shall be reduced by the amount that the usefulness of the Premises has been reduced for the business purposes of Lessee. Lessee assigns and transfers to Lessor any claim it may have to compensation for damages as a result of any condemnation. Lessee shall have no claim upon any award or damages awarded to lessor by virtue of any condemnation or deed in lieu thereof. SECTION TWENTY-THREE WAIV) =RS Waiver by Lessor of any breach of any covenant or duty of Lessee under this lease is not .+ waiver of a breach of any other covenant or duty of Lessee, or of any subsequent breach of the same covenant or duty. SECTION TWENTY-FOUR GOVERNING LAW It is agreed that this Lease shall be governed by, construed, and enforced in accordance with the laws of the State of Florida. SECTION TWENTY-FIVE ENTIRE AGREEMENT This Lease shall constitute the entire agreement between the parties. Any prior understanding or representation or any oral agreement of any kind preceding the date of this Lease shall not be binding upon either party except to the extent incorporated in this Lease or by separate written instrument executed by both parties or their authorized representatives. SECTION TWENTY-SIX MODIFICATION OF AGREEMENT Any modification of this Lease or additional obligation assumed by either party in connection with this agreement shall be binding only if evidenced in a writing signed by each party or an authorized representative of each party. 12 SECTION TWENTY-SEVEN 06111141ki All notices, demands, or other writings that this Lease requires to be given, or which may be given, by either party to the other, shall be deemed to have been fully given when made in writing and deposited in the United States mail, registered and postage prepaid, and addressed as follows: To Lessor: YACHTSMAN PROPERTIES, LLC c/o Stajus Consulting, LLC, 80 Business Park Drive, Suite 103, Armonk, NY 10504 To Lessee: Ll 7 Sw ;�5 Ac-, °i 3 �. The address to which any notice, demand, or other writing may be given or made or sent to any party as above provided may be changed by written notice given by such party as above provided. SECTION TWENTY-EIGHT BINDING EFFECT This Lease shall bind and inure to the benefit of the respective heirs, personal representatives, successors, and assigns of the parties. SECTION TWENTY-NINE TIME OF THE ESSENCE It is specifically declared and agreed that time is of the essence of this Lease and each and every provision hereof, =@II16ra1911'14 1 PARAGRAPH HEADINGS The titles to the paragraphs of this tease are solely for the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this Lease. SECTION THIRTY-ONE OPTION TO EX'T'END Provided Lessee has not been in default of this Lease beyond any notice and cure periods at any time prior to its exercise, Lessee may exercise its option to extend the term of this Lease for four (4) additional term 13 M (the "Extension Term") of Five (5) years. Lessee must exercise such option, if at all, by written notice delivered to Lessor no later than six (6) months prior to the Termination Date (time being of the essence). For the First renewal period, all of the terms of the Lease shall remain in effect, except that the Term of the renewal period shall be exactly Five (5) years. For the Second renewal period, all of the terms of the Lease shall remain in effect, except that the Fixed Rent during the first year of the Extension Term shall be "Fair Market Rent". Fixed Rent for each subsequent year shall be the Fixed Rent for the prior year increased by five percent (3°x(0). The Term of the renewal period shall be exactly Five (5) years. For the Third renewal period, all of the terns of the Lease shall remain in effect, except that the Fixed Rent during the first year of the Extension Term shall be "Fair Market Rent". Fixed Rent for each subsequent year shall be the Fixed Rent for the prior year increased by five percent (3%). The Term of the renewal period shall be exactly Five (5) years. For the Fourth renewal period, all of the terms of the Lease shall remain in effect, except that the Fixed Rent during the first year of the Extension Term shall be "Fair Market Rent". Fixed Rent for each subsequent year shall be the Fixed Rent for the prior year increased by five percent (30/6). The Term of the renewal period shall be exactly Five (5) years. The term "Fair Market Rent" shall mean the monthly amount per square foot that a willing landlord would accept and a willing retail tenant would pay, at arms -length, for a comparable commercial building located in the vicinity of the Shopping Center for a use similar to that of Lessee at the time of such negotiation. In the event that the parties cannot agree on the Fair Market Rent for such Extension Term before the Termination Date, Lessor and Lessee jointly shall select an independent third party appraiser reasonably acceptable to both parties. The cost of the third party appraisal shall be shared by the parties. If Lessor and Lessee cannot agree upon an independent third party appraiser, then either party may request a court of competent jurisdiction to appoint such an appraiser. The decision of the appraiser shall be binding upon Lessor and Lessee. SECTION THIRTY-TWO RELOCATION Notwithstanding any other provision in this Lease, Lessor in its sole discretion shall have the option at any time to relocate Lessee from the Leased Premises (the "Present Premises") into other premises in the Shopping Center (the "New Premises"). Lessor shall give Lessee at least forty-five (45) days notice of the approximate date Lessee is to move to the New Premises. Lessor shall prepare the New Premises to the same extent that Lessor prepared the Present Premises. The New Premises will have at least the same amount of square foot area as the Present Premises. Lessor shall pay for moving Lessee's inventory, fixtures, equipment and storefront sign to the New Premises. The New Premises will become the Leased Premises (instead of the Present Premises) and the Rent (including all of Lessees other monetary obligations to Lessor under the Lease) and all the other terms and provisions of this Lease shall be transferred to and continue to apply, without interruption, to the New Premises from and after the date Lessee is required to move pursuant to this Section. 14 SECTION THIRTY-THREE GUARANTY ,I As a condition of Lessor's entering into this Lease, k� A ^ c -%,J < ("Guarantor") is concurrently executing a personal guaranty, guaranteeing Lessee's full and faithful performance of the terms and conditions of this Lease. Such personal guaranty is of both payment and performance, and shall be without recourse to any other rights or remedies available to Lessor. SECTION THIRTY- FOUR CONFIDENTIALITY A. Lessee's Obligations. Lessee agrees that (a) except as provided in this Lease, Lessee shall maintain the confidential nature ofany Proprietary Information received or acquired by him including but not limited to the amount of base rent defined herein, and (b) lessee shall use the Proprietary Information solely for the purpose of meeting Lessee's obligations under this Lease and not in connection with any other business or activity. "Proprietary Information" means all oral, written or recorded information about or related to the terms of this Lease contained herin, whether acquired before or after the date of this Lease, and regardless of the manner in which it is acquired, together with any documents or other materials prepared by Lessee that contain or reflect such information. B. Limitations on Confidential Obligations and Use Restrictions. The restrictions in this Paragraph above do not apply to information that the Lessee can demonstrate (i) is then in the public domain by acts not attributable to Lessee or (ii) is received after the execution of this Lease on an unrestricted basis by the Lessee from a third party source who, to Lessee's knowledge atter due inquiry, is not and was not bound by confidentiality obligations to the Lessor or any Affiliate of the Lessor. In addition, Lessee and the Lessor are permitted to disclose any Proprietary Information that is necessary in the defense or prosecution of any legal action. C. Actions if Disclosure Required. If either Lessee or Lessor is required by law to make any disclosure otherwise prohibited under this Agreement, such party shall use its best efforts to provide the other with prompt prior notice where possible so that (a) the other party (with the reasonable cooperation of the party required to make the disclosure) may seek any appropriate protection order or other remedy and/or (b) the parties can seek in good faith to agree on the appropriate scope and approach to disclosure. If a protective order or other remedy is not obtained' the party required to make the disclosure may furnish only that portion of information protected by this Agreement that the party is legally compelled to disclose and shall use its reasonable efforts to obtain confidential treatment for all information so disclosed. D. Injunction. Each party agrees that remedies at law may be inadequate to protect against breach of this Paragraph, and agrees to the granting of injunctive relief without proof of actual damage. REST OF PAGE LEFT BLANK 15 k* IN WITNESS WHEREOF, the respective parties have signed, sealed and delivered this Lease on the date and year written below. WITNESS._ WITNESS: yam-_ Dated --x 7 11 WITNESS: WITNESS:,• - Dated el I � �- o 1 16 LESSOR: YACHTSM S PROPERTIES, LLC, a Delawa imited liability company Its �'j r 1 /� l4nI C ,J LESSEE: _ A, 1�Sc�1 EXHIBIT A SITE PLAN SSU \ Federal lligh%sa%, Bo�•nlon Brach, Floridu 17 EXHIBIT B LESSEE'S WORK Lessee will take the unit "as is" and is responsible for all tenant improvements at the Premises. LESSOR'S WORK Lessor shall pay Lessee $43per square foot ($153,639) for tenant improvements. The tenant improvement reimbursements shall be paid from Lessor to Lessee as follows: 1) Lessee must provide invoices for all work completed; and 2) Lessee must provide contingent lien waivers for all tenant improvement reimbursements; and 3) Lessee must make the Premises available to Lessor's agent during normal business hours for the purpose of inspecting the work submitted for reimbursement; and 4) Tenant Improvement payments shall be made in a minimum of $50,000 increments. 5) Lessor shall make all Tenant Improvement payments within fifteen (15) business days from the receipt of all of the information and inspections as defined above. 18 EXHIR11i C EXCLUSIVE AND PROHIBITED USES 1. Adult book stores, adult theatre, or adult amusement facility. 2. Amusement centers, arcade/game rooms. 3. Automobile and light truck new sales or rental. 4. Automobile service and self-service gas stations. 5. Automobile/motorcycle repair shops. 6. Automobile storage. 7. Bath and massage parlors. 8. Billiard rooms, howling alleys, skating or roller rinks and poolrooms. 9. Any industrial or mining use. 10. Dry cleaners with on-site cleaning plant. 11. Office use (except incidental to a retail use permitted hereunder). 12. Medical observatory dormitories or any other sleeping quarters or lodging. 13. Mortuaries or funeral homes. 14. Natatoriums. 15. Open-air theaters. 16. Propagating and growing plants for sale. 17. Pubs, bars, nightclubs or discos. 18. Self-service storage facilities. 19. Skating rinks 20. Truck rentals. 21. The retail sale of new cellular phones and cellular phone plans. 21. Any other use not allowed under this Lease, prohibited by law or for which Lessor has granted another occupant an exclusive use right. 19 A 915-11 OZ T V m 39VN91S G ItifflHX9 EXHIBIT D — continued MONUMENT SIGNAGE 5-D[t; Maxus" 9" OCKAN (BALM ZA 159'+0 a -j- * T-aT3l.mr. * It is expected that lessee will have at least one (1) space on the monument. F1 ►V5k— GUARANTY OF LEASE TS GUARANTY Of LEASE GR);EM 'N1" 'Guaranty" is made and entered into this may of FtTI-PS , 2016 by - A 2 AC an individual having an address at ILO SQ, ?S4Q t►t a,injc ,<<t-, Xt 214?,S("Guarantor"). in tavorof YACHTSMANS PROPERTIES, LLC. a Delaware limited liability company ("Landlord" I. _ WHNESSETH: --� WHEREAS, t� ( AndCt% &-KI tin-. J -t �LJZ- , a :a ake u t _ ('Tenant"), and Landlord entered into tkAt certain (.ease "Lease" dated 2016, with respect to the Property as more particularly described in the Lease (all capitalized terms not delined herein shall have the same meanings ascribed to them in the Lease); and WHEREAS, in order to induce Landlord to enter into the Lease, the undersigned Guarantor(s) has agreed to guaranty the payment of all rents and charges, and the performance of all of'fenant's obligations, under the Lease. NOW, THEREFORE, in consideration ofthe execution and delivery of the Lease by Landlord. and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged. Guarantor hereby agrees as follows: 1. The undersigned hereby guarantees to the Landlord and to on), mortgagee holding a mortgage upon the interest of Landlord in the Property, the due and punctual payment of all Rent payable under the Lease. and each and every installment thereof, as well as the full and prompt and complete performance by the 1 enant of each and all of the terms, covenants and conditions in the Lease contained on the part of the Tenant therein to be kept, observed and performed, for the Term, with no less force and effect than if the undersigned were named as the Tenant in the Lease, and the undersigned, will forthwith on demand pay all amounts at any time in arrears, and will make good any and all Events of Default occurring under the Lease, Guarantor hereby waiving any rights to prior demand or Landlord's enforcement of the Lease first against Tenant. This Guaranty and the liability ofthe undersigned shall be absolute, and unlimited, and shall in no way be impaired or affected by any assignment which may be made ofthe Lease, or any subletting hereunder, or by any extension(s) ofthe payment of any Rent, Guarantor hereby waiving any defenses against such amounts and/or performance under the Lease which Tenant may have had, asserted and/or been entitled to assert against such amounts and/or performance under the Lease. 2. No action or proceeding brought or instituted under this Guaranty against the undersigned, and no recovery had in pursuance thereof, shall be a bar or defense to any further action or proceeding which may be brought under this Guaranty by reason of any further default or defaults of Tenant. The liability of the undersigned shall not be deemed to be waived, released, discharged, impaired or affected by reason of the release or discharge ofthe'renant including, but not limited to, any release or discharge pursuant to any reorganization, readjustment, insolvency, receivership or bankruptcy proceedings. There shall be no modification of the provisions of this Guaranty unless the same be in writing and signed by the undersigned and the Landlord. 3. All of the terms, covenants and conditions of this Guaranty shall be joint and several, and shall extend to and be binding upon the undersigned, their heirs, executors. administrators, and assigns, and shall inure to the bit of the Landlord, its successors and assigns, and to any future owner of the tee ofthe Property and to any mortgagee of the Landlord. landlord may, without notice, assign the Lease or this Guaranty in whole or in part, and the undersigned agrees that no modification of the terms, covenants or conditions of the Lease shall in anyway impair or affect the undersigned's obligations hereunder. 4. If either party hereto brings any action to enforce rights under this Guaranty, whether judicial, administrative or otherwise, the prevailing party in that action shall be entitled to recover from the losing party all fees and court costs incurred, including reasonable attorneys' fees, whether such costs and fees are incurred out of court. at trial, on appeal, or in any bankruptcy proceeding. This Guaranty and the rights and obligations of the panics hereto are governed by the laws of the State of Florida. 3. if any term, covenant or condition of this Guaranty, orthe application thereof to any person or circumstance. shall. to any extent. be invalid or unenforceable, the remainder ofthe Guaranty, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term, covenant or condition of this Guaranty shall be valid and enforceable to the fullest extent permitted by applicable law. The execution of this Guaranty prior to the execution of the Lease shall not invalidate this Guaranty' or lessen the obligations of the Guarantor(s) hereunder. &LANDLORD AND THE UNDERSIGNED HEREBY MU'T'UALLY WAIVE ANY ANI) ALL RIGH'T'S WHICH EITHER MAY HAVE TO REQUEST A JURY TRIAL IN ANY PROCEEDING AT LAW OR IN EQUITY IN ANY COURT OF COMPETENT JURISDICTION WHICH PROCEEDING IS UNDER. IN CONNECTION WITH OR RELATED TO TI IIS GUARANTY. THE UNDERSIGNED ACKNOWLEDGES THAI- THE WAIVER IS A MATERIAL INDUCEMENT" 1'O LANIXORD T'O ENTER INTO THE LEASE. 7. This Guaranty contains the entire agreement betitieen the parties with respect to the matters contained herein, and shall not be modified except in writing executed by all parties. IN WITNESS WHEREOF, the undersigned have executed this Guaranty on this 12Nay ot___,�,_2016. GUARANTOR: Tax ID No./SSN: Address STATE OF f 1(►f-I(tCA . cotm-Y or jjjoj2L(y t I 'Ibis instrument was stiorn, subscribed and acknowledged before me on this µ', day of 3 i. 2016 by and _ _ _ . who is persona ll y known to me or who produced ri I t it t12�I t�1L 6�Y?S4-C as identification. cs.{� xoa:./ Ni�tary Public _- DtPMt6�. MWh 1tL 2= e4n4jdT0V *WyPtihiEsU0*0%a `� Mark Ryan Restoration NARK RYAN nPIsTar-:arION 710 SE 4th Ave Pompano Beach, FL 33060 Direct: 954-254-8451 Fix: 988-262-6049 Residential License# CRC 1330668 Roofing License# CCC1330393 Client: Grandma's Treasures Property: 1550 N. Federal Hwy, Suites 1-3 Boynton Beach, FL 33435 Operator: MARKRYAN Estimator: Mark Collins Company: Mark Ryan Restoration Type of Estimate: Tenant build -out Date Entered: 3/10/2017 Price List: FLDB&X FEB17 Labor ETciency. Restoration/SmvicetRemodel Estimate: GRANDMA'S TREASURE -4 Estimate Totals S423,895.45 SERVICE AGRXEMENT Date Assigned. a 1101 11 Business: (954) 254-8451 E-mail: m ictyanrestaration@gmail. com Agrement: I authorize and agree to pay Mark Ryan Restoration & Renovation, LLC to provide services, and otherwise enter my property, furnish material, supply all equipment, and perform all labor necessary to preserve, protect, Improve, and restore or improve my property. This agreement is based upon the attached estimate. Please note that this estimate is based off a visual assessment Any additional work discovered during the progression of this project will be reported. CONSTRUCTION CLARIFICATIONS / WARRANTEE All materials will be warranted through the manufactures' specifications. New work is guaranteed fbr a period of ore year against defects in workmanship, These workmanship issues will be covered at our own costs. Damage caused by natural elements such as lightning, windstorms, water, hail, animals, etc. are not covered under this guarantee. Mark Ryan Restoration -4ARK RYAN MrSTaiaATION 710 SB 4th Ave Pompano Beach, FL 33060 Direct: 954-254-8451 Fax: 888-262-6049 Residential LicmO CRC 1330668 Roofing License# CCC 1330393 GRANDMA'S TREASURE -4 Main Level Main Level DESCRIPTION QTY UNIT PRICE TOTAL 1. Final cleaning - construction - Commercial 1.00 BA @ 2,500,00- 2,500.00 Includes final cleaning for tenant occupancy of all arras in scope of work. 2. Clean floor 3,112.41 SF @ 0.30 = 933.72 104 Kitchen DESCRIPTION QTY Height 9' UNIT PRICE TOTAL 3. Fiberglass reinforced plastic (FRP) paneling 1,582.10 SF a@ 7.01- 11,090.32 Material allowance is up to $1.25 per SF for panels (tachWing tax). 112 Corridor Height: 9' Musing Wall - Goes to Floor 31901 X 6' 8" Opens into DEF 101 DINI DESCRIPTION QTY UNIT PRICE TOTAL 4. Chair rail - oversized - 3 1/4" 198.75 LF @ 5.25 = 1,043.44 S. Bead board - 1/2" plywood - wainscot 198.75 SF @ 6.75- 1,341.56 101 Dining Height: 13'3" Whulow ill 11" X4, Opens into Exterior Miasing Wall - Goes to Floor 3' 9" X 6" 8" Opens into DEF -1 12CORR Window 10' 1" X 4' Opens into Exterior Window 9' i" X 4' Opens into Exterior DESCRIPTION QTY UNIT PRICE TOTAL 6. Cbair rail 75,00 LF @5.25. 393.75 7. Bead board - It2" plywood - wainscot 75.00 SF @ 6.75- 506,25 __IANDMA'S_TREASURE-4 3/24/2017 Page:2 - _eMark Ryan Restoratlon M A It K Ft UCC,TOPATIMN 710 SE 4th Ave Pompano Beach, FL 33060 Direct: 954-254-8451 Fax: 998-262-6049 Residential License# CRC1330668 Roofing License# CCC 1330393 Floor Pian Construction DESCRIPTION QTY UNIT PRICE TOTAL 8. Framing & Rough Carpentry 1.00 EA @ 75,280.00 = 75,280.00 General Floor Plan Construction according to plans. Includes but not limited to the following: -wall framing -drywall finishing Priming & painting (Sherwin Williams products) -floorcoverings �erarniclporcelain tale allowance is $3.49 per SF with tax. Straight lay (grid) or brick pattern of non -rectified tiles included -resinous flooring included baseboards -acoustical ceiling tile and grid -doors -impact storefront system dark broom -interior window, non impact with 1/41 clear tempered glazing -structural wall header for west wall opening -stucco patch to match existing (exact match may not be achievable) -dry-fall ceiling paint in 101 Dining. -Reinforcement of joists under concentrated loads (X bracing) by new equipment DESCRIPTION 9. General Demolition/ Demolition according to pians. Includes but not limited to the following: -disconnect existing fixtures -cover and protect existing remaining flxtures -general demo as noted in plans -disposal Electrical DESCRIPTION 10. Electrical QTY 1.00 EA QTS' 1.00 EA UNIT PRICE TOTAL 14,650.00 = 14,650.00 UNIT PRICE TOTAL 64,978.00 = 64,978.00 OliANDMA°S TREASURE -4 3/24/2017 Page: - Mark Ivan Iatoradon '%4APK RYAN I K Vt,3 QAr! o r, 710 SE 4th Ave Pompano Be" FL 33060 Direct: 954-254-9451 Fax: 888-262-6049 Residential License# CRC 1330668 Roofing License# CCC1330393 CONTINUED - Electrkai DESCRIPTION Electrical according to plans. Includes but not limited to the following: -600 amps electrical service -3 sub panels -Outlets -Install all light fixtiures per plans (Fixtures supplied by owner) -Hook up all equipment per plans -power for exterior signs at west exterior wall. Mechanical DESCRIPTION 11. Mechanical systems Mechanical according to plans. Includes but not limited to the following: -3 AC units and one ftuh air system -ductwork -thermostats -exhaust fans -roof patching of exlsdng equipment -Ruud units included -spiral metal duct work -removal and disposal of existing AHU's Plumbing DESCRIPTION 12. Plumbing Plumbing according to plans. Includes but not limited to the following: -excludes food service equipment new plumbing supply and waste lines toilets -f meets kitchen equipment hook ups -shut off valves -co�e saw access, removal, and replacement for new plumbing lines QTY UNIT PRICE TOTAL QTY UNIT PRICE TOTAL 1.00 EA @ 99,750.00- 99,750.00 QTY UNIT PRICE TOTAL 1.00 EA ® 62,500.00 = 62,500.00 _RANDMA'S®'TREASURE-4 3/24/2017 Page:4 Mark Ryan Restoration MARK RYAN u ncaTORATION 710 SE 4th Ave Pompano Bach, FL 33060 Direct: 954-254-8451 Fax: 889.262-6049 Residential License# CRC1330669 Roofing License# CCC 1330393 General DISCRIPITON QTY UNIT PRICE TOTAL 13. Permits &Fees f _ — 1.00 EA ®u o 12,000.00 = 12,000.00 14. Commercial Supervision / Project Management 1.00 EA @ 25,000.00 = 25,000.00 15. Inapectioms 1.00 EA ® 6,000.00- 6,000.00 Credits DESCRIPTION QTY 16. Punish and install tankless water heater in lieu of tank system 1.00 EA 17. Omit 12' Fxterior door at west elevation 1.00 EA @ 18. Equfpment change: install Ruud in lieu of Trane units 1.00 EA @ 19. Signing bonus - Expires on 3-31-2017 1.00 EA Please note: architect should make changes to the drawings prior to submittal to the city for changes Labor Minimums Applied UNIT PRICE .2,500.00- -7,250.00 = -5,500.00 -3,000.00 - TOTAL -2,500.00 -7,250.00 -5,500.00 -3,000.00 DESCRIPTION QTY Ulm PRICE TOTAL 20. Cleaning labor mintmum 1.00 EA ® 64.714 64.71 Grand Total Areas: 6,877.22 SF Walls 3,112.41 SF Floor 0.00 SF Long Wall 3,112.41 Floor Area 2,608.99 Exterior Wall Area 0.00 Surface Area 0.00 Total Ridge Length 3,112.41 SF Ceiling 345.82 SY Flooring 0.00 SF Short Wall 3,272.14 Total Area 236.55 Exterior Perimeter of Walls 0.00 Number of Squares 0.00 Total Hip Length 9,989.63 SF Walls and Ceiling 706.63 LF Floor Perimeter 714.13 LF Cell. Perimeter 7,059.64 Interior Wall Area 0.00 Total Perimeter Length GRANDMA'S TREASURE -4 3/24/2017 Page '°Mark Ryan. Restoration � -ARK KYAN --TwPAT'0t4 710 SE 4th Ave Pompano Beach, FL 33060 Direct- 954-254-8451 Fax: 998-262-604.9 Resideuti$1License#E CRC1330668 Roofing License# CCC1330393 Summary Line Item Total 349,781.95 Materiel Sales Tax 212.68 Subtotal 349,994.63 Overhead 36,824.47 Profit 36,824.47 Cleaning Total Tax 251.88 Replacement Cost Value $423,896.45 Net C W0 $423,845.45 Mark Collins GENERAL CLARMCATIONS: Tbig proposal is FmMM upon Mark Ryan Restoration & Renovation LLC receiving a signed proposal within thtrty (30) days. All projects require a one fourth deposit before work will start. During the progression of the project additional quarter payments will be invoiced. Full payment fop services is required upon project completion. Payment is due upon receipt of invoice. Intermittent payments may also be requested during the duration of the project. Beginning 30 days after receipt of invoice, interest may be applied at the Daily Periodic Rate of .044%. Reimbursement for costs of collection including reasonable attorneys fees, costs of unpaid amounts, and costs for breach or enforcement of any terms of this service agreement will be the responsibility of the owner. The owner may cancel this agreement without penalty or obligation within (3) three business days after the date it is initiated. The owner must give notice of cancellation in writing and send by certified ma return receipt requested, or other form of mailing which provides proof as to the date sent. S Work -Hold Harmless: In the event that Mark Ryan Restoration tit Renovation LLC is not able to perforin its recommended work a»yor ter qu pment is removed prematurely, I agree to release and hold th m harmless, and indemnify Merle Ryan Restoration against all claims or actions that result flOm such removal. LIEN RIGHTS: NUTICE To MEOWNER CUSTOMERS: MANDATORY LIEN DISCLOSURE PURSUANT TO FLORIDA STATUTE 8713.015 ACCORDING TO FLORIDA'S CONSTRUCTION LIEN LAW (SECTIONS 713.001- 713.37, FLORIDA STATUTES), THOSE WHO WORK ON YOUR PROPERTY OR PROVIDE MATERIALS AND SERVICES AND ARE NOT PAID IN FULL HAVE A RIGHT TO ENFORCE THEIR CLAIM FOR PAYMENT AGAINST YOUR PROPERTY. THIS CLAIM IS KNOWN AS A CONSTRUCTION LIEN, IF YOUR CONTRACTOR OR A SUBCONTRACTOR FAILS TO PAY SUBCONTRACTORS, SUB -SUBCONTRACTORS, OR MATERIAL SUPPLIERS, THOSE THE PEOPLE WHO ARE OWED MONEY MAY LOOK TO YOUR PROPERTY FOR PAYMENT, EVEN IF YOU HAVE ALREADY PAID YOUR DNTRACTOR IN FULL. IF YOU FAIL TO PAY YOUR CONTRACTOR, YOUR CONTRACTOR MAY ALSO HAVE A __ANDMA'S TREASURE -4 3/24/2017 Page:6 'and LIOZ/'4ZlE L 1 j O-FTV'a.Lva v-�Vali-S.maxwo SQHOn" INZNYNIHZd Ha0A NOH MOO V NIV,LRH - MM LZH QNV NJIS ZSVTM D-n'U0RWUWU T UDP&MWJU Mtft 40W RWHOO :V-wiV `pMmgnS AU%mdvox S6£I-L81"OS8 S I u-66£ZE WM9'Qm"V -L 024S SNIVwx OV61 pmg ftpmFI AAMul mimeo :ssuaav aKv iHSNInx axOHMrM flHI AA0110d MU .LV (xv08 r msxm)n AILLSncw xoLLoniusmoo vard0la MU lDV.LNOO i4uv'IO v okaw axv axna x?IanODU am inOSv xoLLvmo6u uoa - dO,LDVWXOO aaSNaOI'I V AS AWI VaI2I0'Ia aO SxOLLVIOLA as MHdS IaOIIa s,L'Ir in sso'I an aimm '.Lovw xoo daaxn asmoamm imow v x0 AaxONI Ssoi noA aI axf A A-daA009U xOLLof llUSxOo SWM OBNOH VCEMO-M qRT WOHd a'IRVUVAV g8 AVIN J.NMLxyd GNU AMMOM H NOL%?f ILLSNO,O SIEENM03AIOH VOIHOU 'Aa muol.Lv xv .L'Insxoo nOA IVRL QaaxalnMD" sI .LI axV')MdiNOO SI MVI NHn NOLLMILLSxOO S.vanlO'IA IW4&0 01 aOLLOM V nOA QL aaQIAOHd SVH .LVH.% ANVdWOO SIO K0SIIad ANV WOHA NH n dO aSVa'M xa1.M M V H.LIM nOA MIA010 O.L aalHabn SI IIO.LOVWA00 IIf10A 'aavl�t SI .Lx MVd AxV MOM JN L .LDYWROO SHLL NI a.LVMdiLS TMOHS nOA'a'MMOA IDU01M 01 'AVd 01 aa'HVa aAVH AVNs Iio1.0VIUMOOMS V IIO ?IQLOVELMOO IInOA .LVHZ SMIAWHS 11HRM0 NO'S'IVIIIS LVNI 'IIOSV'I NOd AW 01. 'PHM XaOA isimayov cnos au cmoO Almdow IIn0A aa'IlA Si NMI V Al SxVHIK SIFU 'A.LIMOWA dnoA x0 mm £6E0££iOOo #""'I Rood 8990EEIOID #=U=n PPUDPRU 6V09-Z9Z-888'=a I M -M -M mma 090££ ,uVeaH ouvd=d OAVRibEIS OIL Koiivvots-,v _ NVAIM �le+vw UORN ;OI UVI8 WIN I Electromedia, Inc. GRANDMA'S BAKERY We Are Pleased To Propose The Following 3-22-17 Fabricate and install one plastic face channel letter showing with special mounting raceway per center criteria and customer provided drawing. Install over entrance to store. Fabricate and install a combination of plastic face channel letters, reverse channel letters and aluminum cut out letters per customer drawing on west elevation. $11,240.00 Obtain permits and pay all associated fees. We look forward to assisting you! 1006 North Federal Highway, Lake Worth, Florida 33460 BOYNTON I 'BEACH CRA CRA BOARD MEETING OF: April 11, 2017 X I Consent Agenda I I Old Business I I New Business I I Legal Information Only CRAAB AGENDA ITEM: VIII.E. SUBJECT: Approval of Grandma's Manufacture, LLC d/b/a Grandma's Treasures for Commercial Construction Permit Incentive Grant Program SUMMARY: The Commercial Construction Permit Incentive Program is designed to assist businesses with permit costs associated with the renovation and /or new construction projects. Approved applicants are eligible for the reimbursement of City of Boynton Beach building permit fees in the amount of 2.3% of the project's permitted valuation if their project cost is under $250,000 and 3.3% of the project's permitted valuation if their project coast if over $250,000 with a maximum grant of $66,000. Grandma's Manufacture, LLC d/b/a Grandma's Treasures is a tenant in Ocean Palm Plaza located at 1550 N. Federal Highway, Units 1-3, Boynton Beach, FL 33435. Since the grant application has not received the building permit to date, the valuation of the project has not been determined by the City. Therefore, the grant funding of $18,150 is based on 3.3% of the budget estimate of $550,000 and rounded up to $20,000 in case the project's budget runs higher. Grant funding is not disbursed until the project is completed and the Certificate of Occupancy has been issued by the City of Boynton Beach. FISCAL IMPACT: $20,000 - Project Fund 02-58400-444 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Approve the Commercial Construction Permit Incentive Grant not to exceed $20,000 to Grandma's Manufacture, LLC d/b/a Grandma's Treasures for the property located at 1550 N. Federal Highway, Units 1-3, Boynton Beach, FL 33435. Michael Simon, Interim Executive Director BC7YNT0 �BEAC CRA RECEiV�R 3 �'C October 1, 2016 — September 30, 2017 A H CRA BOYNTON BEACH COMMUNITY REDEVELOPMENT At&46CY'y�� ON COINiMERCIAL CONSTRUCTION PERMIT INCENTIVE PROGRAM Program Rules & Requirements The Commercial Construction Permit Incentive program businesses through the reimbursement of permit cotassociated created to assist substantial tingrenand new an existing commercial Property,ith a or new construction of a commercial project, within the Boyntonf Beach Community redevelopment Agency (the"CRAJ district. This grant program is intend Provide additional financial assistance to property owners/tenants who are Investings sed to r funding into the redevelopment of commercial properties. The Commercial Constructionector incentive Program wili reimburse approved applicants with the cost of eRnit 3.3% of the projecrs construction value. Permit fee expenses up to Commercial Construction Permit Incentive Program applicants may also be eligible for oth Economic Development Programs; i.e., Commercial Fagade, Commercial Interior Build -Out r CIA Rent Reimbursement. and/or The Commercial Construction Permit Incentive P ram CRA Board and awarded on a first-come, first-served basis. All 'application, aresubject ng may be o Ilby the approval. Making application to the Program is NOT a guarantee of funding. RA Board la irtcenfive Fundis® Commercial Construction Permit Incentive Program awards grant funding amounts based on Percentage of the project's construction value as it a a alm Beach County- Wide/Municipal Building Permit Application Form submitted o the City of Boynton Beach at the time Of Permit approval. Projects valued up to $4,000,000 are eligible for funding under this ro time The maximum amount of funding that may be awarded to any one applicant for a project is 3.3° the construction value, but may not exceed $66,000. See the attached co P gram Beach Building Division Fee Schedule for more information on fees. of copy of the City of Boynton Projects valued between $1 and $249,999 are eligible to be reimbursed through grant fundis for up to 2.3% of tile project's construction value. 9 ® Projects valued between $250,000 and $4,000,000 are eligible to be reimbursed through grant funding for up to 3.3% of the project's construction value, but grant funding not exceed will $66,000. Page I of 8 00724235 .1 710 North Federal Highway, Boynton Beach, FL 33435 Ph°no 569-737-3256 Fax 561-737-3258 Www.gtchb0M12 Funding is disbursed on a reimbursement basis only. Reimbursement is provided after the CRA Board approves the grant to the applicant, the project is completed and the applicant provides the CRA with all documentation listed under Section V. Procedures for Reimbursement of this application. By submitting an application, the Applicant acknowledges that the grant reimbursement program is in place to further the goals and objectives of the CRA and that the CRA Board reserves the right to approve or deny any application under the grant program and to discontinue payments at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for the redevelopment of the CIS, District. Bt. EI1g1WffltXR&uirements Projects must be located within the EARA Duct (see attached CRA District Map). Application for the Commercial Construction Permit Incentive Program must be made within three months of final permit approval by the City of Boynton Beach. The Applicant's Experian consumer report must reflect an acceptable level of financial stability, as determined by the CRA in its sole discretion. A copy of the consumer report will be provided to thin Applicant upon request. Applicants whose Experian credit score is below 601 are not eligible. if a majority of the business owners have credit scores below 501, the business is not eligible. 666. b0gibie Businesses he following business tvaes arinel ible 6® receive grant fundinnthroughthe Commercial Construction Permit grant grogram• U Firearm Sales < Convenience Stores Religious Affiliated Retail Stores E Churches E Non Profits Tattoo Shops/Body Piercing/Body Art Shops Check cashing stores Take -Out Foods Adult Entertainment Liquor Stores Adult Arcades Vapor Cigarette, Electronic Cigarette, k Cigarette Stores kava Tea Bars Fawn Shops Alcohol and/or Drug Rehabilitation Centers/Housing Medical Research Centers/Housing Hair/Nall Salons Fitness Centers , nitws Pap 2 of 6 710 North Federal Highway, Boynton Beach, FL 33435 Phone 565-737-3256 Fax 561-737-3255 007242351 w m.catchbom&- Com c Florists Any other use that the CRA staff or CRA Board determines does not support the redevelopment of the CRA district IV. Procedures for Application and Approval Application Process Applications can be obtained from the CRA office located at 710 North Federal Highway, Boynton Beach, Florida 33435 or downloaded from www.catcht>oyLlton.com. All applicants are required to meet with CRA staff in order to determine eligibility before submitting an application. Funding requests will not be considered until all required documentation is submitted to the CRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the CRA Board. Applicants must submit an original, "hard copy" application with all materials to the CRA for review and approval by the CRA Board. Applications will be considered on a first-come, first-served basis. Application packets must include the following documentation: `t,l Completed and signed Incentive Program application. 2. Copy of Lease, if applicable. 3. Copy of paid receipt for approved final building permit. 4. W9 Form (attached to grant application). 5. Copy of elevations, site plan and floor plans as submitted to the City of Boynton Beach. 6. A minimum of four (4) color digital "before" photos of the project. Application and CRA Board approval of this grant is for funding only. Approval of CRA grant funding is NOT approval of any type of City processes including, but not limited to, permits and site plan modification. Applicants must apply for permits and site plan modification through the appropriate departments at the City. All commercial projects require permitting and site plan modification reviews. it is the responsibility of the Applicant to obtain all necessary City approvals. Approval of Funding Request CRA staff will review the application to verify that the project is eligible for reimbursement and that all required documentation has been submitted. If it meets these requirements, CRA staff will present the funding request to the CRA Board for review and approval. The Cid Board meets on the second Tuesday of each month. The schedule for CRA Board meetings can be obtained at www.ratchboynton.com, Applicants will be notified of the date and time that their applications will be considered by the CRA Board. The CRA recommends that applicants attend the CRA Board meeting during which the Board will consider their applications in order to answer any questions the CRA Board may have regarding their application. CRA staff will notify the applicant of the CRA Board's approval or denial in writing. Page 3 of 8 710 North Federal Highway, Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 www.catchbovnton.com 00724235-1 Wows Site Visits CRA staff may conduct a site visit prior to transmitting the application to the CRA Hoard and once the project is completed. Staff may also conduct unannounced site visits before, during and after the project in order to determine and ensure compliance with the terms of the grant agreement. V. Procedures for Reimburse RaInibursement Documentation Once the project is completed and a Certificate of Occupancy or Completion is obtained, the Applicant shall submit a written request for reimbursement to the CRA along with the following documentation: 1. Copies of all permit fee receipts paid to the City of Boynton Beach. 2. Copy of Certificate of Occupancy or Certificate of Completion from the City of Boynton Beach. 3. Final Release of Lien from General Contractor for the completed project (fro partial release of liens accepted). 4. Color digital "after" photos of the project. Applicants shall allow the CRA th6 rights and use of photos and all project application materials. 5. If applicant is tenant and/or owner, occupying the space as its place of business, copies of the City of Boynton Beach Business Tax Receipt and Palm Beach County Business License are required. By submitting for reimbursement, the applicant warrants that all bills for which applicant is directly responsible related to the project are paid in full including, but not limited to, all contractors, labor, materials, related fees and permits. The Boynton Beach CRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by the Applicants) may be subject to production by the CRA upon receipt of a public records requestsubject t® any exemptions provided by Florida Law. , SURI ASTON QV AN, AOPLVGAi MON- 1V, Rai' A QUp,,RAr4jTI. iliJ R Y 4:9-40ap Plieant toREAD AND UNDF . , as sn# of thy. nt t Is the res onsibfl , , _ . RulesMegauirernp rarr,# . parties, including parties that performed work on the projectNOTICE TO THIRD PARTIES: The grant application program does not create any rights for any . Ivor shall issuance of a grant result in any obligation on the party of the CRA to any third party. The CRA is not required to verify that entities that have contracted with the Applicant have been paid In full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which Applicant is directly responsible is sufficient assurance for the CRA to award grant funding. Page 4 of 8 I -Ani ala 790 north Fed��i Fi�ghtvay, 8omtDn Beach, FL 33435 Phone 561.737-3256 Fox 561-737-3258 00724235-1 tm w.ca%hbo mwn corn Are you applying as the: a __—. Owner of the property Project F Address: APPHC&NI `I IRFORMf, Y10 (I se MdKiicmal SGS@ets If Necessary) '2 tenant of the property (interior build -out project) P ucaok- -- -2z... Applicant Name: K',� r,;�n,- e%S -,J U u Current Address: &14 SE i AJ, Aot__ ,�t�f�.� � � �l 3,4JfJ Email:5 - Art u"(Lj. T n Phone #: -_"4(.o Cwt E� 2. Property Owner Narne:--_U 4s,iOdPLC ®ck' LA Current Address: (TO & J' -, n LfT (-J&(k< Email: ®�Q d, `nye ��f�z!1 J, CC's Rhone #:_ N 7. &M-1 TOTAL VALUE OF PROJECT: BUSINESS INFORMATION: 'fit' . CM Business Name (®/B/, A if applicable): Current Business Address: ,<y Fed IC# (if epplicabie): q 71 "L_(4 I '!� L44 -) -- Phone: &ki� � 4k& Fax: Wabsite: J, (.tna rrv,4 -- +(Le'l"f a, -in Existing Business: Yeses No _a_ plumber of years in existence: CkA, 'I oy-t Length of Time at Current Locabon:(Q Mnn Co you have an executed lease agreement for the building?: Yes No If you are applying as the owner of the property, do you have a tenant?: Yes ..— No _ nWals Page 5 of b 710 North Federal Highway, Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3256 www.catchboy-ntQ,n.com 00)24735-1 Name of tenant/business on Pease agreement Type of business: ;kL. Are you applying for grant assistance under any other program offered by the CRA: Yes No If yes, what additional programs are you applying for: Are you receiving grant assistance from any other governmental agencies: Yes. If yes, list any additional grant sources and amounts: CERMICAMN AND WAIVER OF PRIVACY: No I, the undersigned applicant, certify that all information presented in this application, and all of the Information furnished In support of the application, is given for the purpose of obtaining funding under the Boynton Beach Community Redevelopment Agency Commercial Construction Eerrmilt Incentive Program, and It Is true and comps , to the best of my knowledge and belief. I further certify that I am aware of the fact that I can bo penallged by fine and/or Imprisonment for making false statements or presenfing; false Information. I further acknowledge that I have read and understand the terms and conditions set forth and described In the Boynton Bch Community Redevelopment Agency Commerclel Construction Permit Incentive Program Appllcaflon and Culdelinee.. understand that this appllmtion Is not a guarantee of funding. Should my application be approve, I understand that the CRA may, at Its sole discretion, discontinue payment of any time if, In its sole and absolute discretion, it determines such assistance no longer meets the, progmvbi crftrl& or it eke lorrgsr benefiting the furtherance of the CRA misslon, hereby waive my rights under the privacy and confldentialk, provision act, and give try consent, to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. i further grant permission, and nuMoriza any bank, employer or other public or private agency to disclose Information deemed necessary to complete this application. I specifically authorize the CRA to run a credit report as part of this application, and understand that Information in my credit report, induding a record of bankruptcy, may disqualify me from opining grant funding. I give permission to the CRA or Its agente to take photos of myself and business to be used to promote the program. I understand that If this application and 0% information furnished in support of the application are found to be incomplete, it will not be processed. Page 6 of 8 710 North Federal Highway, Boynton Beach, FL 33435 Phone 561-737-456 Fax 561-737-3258 www.catchbomton.com 00724235-1 DUDW96PONOF AM NOS' & GULARALWITEE OF MWILIi6 It is the responsibility of the a,pplicard, ta, KU -10 AW-) UNDERSTAND sil speck of the Granit Progrun's and, Appilostlan. !f thereis mmu then one applicant and1 r pFqwriy owner., please print this page and use; fax, additlaml afgnatures. Applicant NnaYure Bate Printed Name Title STATE OF COUNTY OF.�r BEFORE ME, appeared by law to administer oaths and take who is/are pers to me or produced as identification, and ackn a she executed the foregoing Agreement for the use and purposes mentioned In it and that the instrument is his/her act and deed. IN WITNE§S OF THE FOREGOING, I have set my hand I- day of — 20 rf. .2 1 1 and official seal in the State and County aforesaid on this NOTARY PUBLIC My Commission Expires: 7lffE&WrWG00K MY OMMOM 1FF0780 EXPIRE: J 14 11, 2018 amdtt �w Rum Ib r lira, Page 7 of a 710 North Federal Highway, Boynton Beach, FL 33435 Phone 561-737-3256 Fox 551-737-3258 www,catchbovnton.M IF YOU'A* APPLYING big A TEKAfq, THE PROPERTY OWNER MUST SIGN THE APPfX&T (OW .° 13 l '7 P p y Drs Signatuii ®ate P nted Name Title STATE OF I a. COUNTY OF MJ Y BEFORE M an offlcqr duly authorized by law to administer oaths and take acknowledgements, personally appeared MOC3lI Y`? \' to me or produced foregoing Agreement for the use and purposes mentioned in IN WI ESS OF THE FOREGOING, I have set my hand day of t' 20_L7 b1L"C FUZ ;+ :r My C0MkjSSIW G P` 038998 e EXPIRES: My 8Z 2017 r 1Ti Bwdw TPw Rourf POW uta who is/are ersonally k ' as Identification, and acknowledged he/s e and that the instrument is his/her act and deed. and official seal in the State and County aforesaid on this 1. NOTARY UBLIC My Commission Expires: 0-11Z /o� 17 Page 8 of 8 710 North Federal Highway, Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 hy&.catchbaXaj -- 0072421 4/5/2017 PAPA Maps ;Search by Umer. Address or Parcel c stats_ iArQ Owners YACHTSMANS PROPERTIES LLC Property detail Location 1550 N FEDERAL HWY I Municipakly BOYNTON BEACH tercel No. 08434522060000630 SubdiNslon COQUINA COVE IN Boots 27258 Page 86 Sale Date DEC -2014 "Fes fifharniii n Saks Due Mie . DEC 2014 3412500 AUG -2005 4700000 JUL 2005 10 JAN 1986 100 JAN 1986 750000 Appraisals Tas Year 2016 Improvement Vakle :609,944 Land Vak. 1726,901 Total Market Value 37.13 6,845 Assessed/Taxable values Taa Year 2016 Assessed Value 51,536.845 Exemption $0 Amount aaabk Value $1,536,845 Taxes Taa Year 2016 1 Ad Vabrem 533,549 Non Ad Valorem 57.108 http://maps.co.paim-beach.fl.us/cwgis/papa.html?qvalue=08434522060000630 1/1 - c C C, M I 3 � \ r *301.1 3:7P f f � � z Q I tv4 i wt i my � �y 0 f N N y y�co xp. a zQ W4 EXISTI CANIA EXISTI LANDS EXISTING C '111 WALKWAY I I EX ' �RFF I — RR,AN CLO-- 11'$" V -w O ' I f I 104 CW" _ KRCHM ACCM PANEL _ i REFER TO FOOD azo • SERVICE DRAWINGS FORIQTCHEN EMS I R4 i EXIST. WINDOW-- .� vI mm p _FS FD EQUIPMENT - FD- va • "� I e = OFFICE ;;.107 '° $ FS f MEM I Ik'1 -�iir 105 .... 1Q�.. _ = - I EXIST. ROOF - -- —k------5 r T-11' LINE ABOVE J — — _ — _ VVALK-IN COOLER 1 I I aa wc I — — 0 DRY STORAGE _ CORRIDOR t I I I I \ Ar W1 3 Iz 9-r 3 5-1 E I CARINFTS 6 APPI IANCPR m •� 4y i Fs O NEW ELEC. �-_ - PANELS. F-(- (SEE c. owcs). z O -� - 3 WFD - ._ W4 - MLL W4 EXISTI CANIA EXISTI LANDS EXISTING C '111 WALKWAY I ' �RFF — RR,AN CLO-- I - 104 CW" KRCHM ACCM PANEL REFER TO FOOD azo • SERVICE DRAWINGS FORIQTCHEN EMS I R4 i EXIST. WINDOW-- .� vI mm p _FS FD EQUIPMENT - FD- _ 103 "� I e OFFICE O- '° — I FS f MEM I Ik'1 4 �- Q B 6' I EXIST. ROOF - -- —k------5 r T-11' LINE ABOVE J — — _ — _ I RETAILIL AREA I I 112 "— I — — CORRIDOR t I I I I \ Ar W1 3 Iz 9-r 3 5-1 E I CARINFTS 6 APPI IANCPR m W4 EXISTI CANIA EXISTI LANDS EXISTING C '111 WALKWAY I NOUVAI II )10PIUXr3 90 c � � 01 EXTERIOR ELEVATION �:IW-T.r 0 VS VrAVWAI ,, it r, rs, t r � � ;��r�,•.at•.•.�� - '� IN ;-c w LEASE "is Lease (the "Lease"), entered into on � � � � 31 6 between YACHTSMANS PROPERTIES, LLC, a Delaware limited liability company, having its principal place of business r/o Stajus Consulting, LLC, 80 Business Park Drive, Suite 103, Armonk, NY 10504, referred to as �r, li,,-�—havinj its principal place of business a1 l .��k'n r r� ►� n S; . S�.'� e _ 9 aksau � . referred to as "Lessee." SECTION ONE ( DESCRIPTION OF PREMISES Lessor leases to Lessee the store premises (the "Premises") shown as "Units 1-3" on the Site Plan attached hereto as Exhibit A, located in "Ocean Palm Plaza — Building 1550" at 1550 North Federal Highway, Boynton Beach, Florida (the "Shopping Center"). For the purposes of this Lease, "Units 1-3" shall also include both bathrooms and the hallway between, bathrooms located between "Units 1-3" and "Units 4-6" as shown on the Site Plan attached hemp as Exhibit "A." (Lessor reserves the right in its sole discretion to change the name of the Shopping; Center at any time, with or without notice to or approval of Lessee). SECTION TWO T! RM The initial term of this Lease ("Term" or "Lease Tetra") is approximately Five (5) years, beginning on the Delivery Date (as defined in Section Four) (the "Commencement Date"), and terminating on the last day of the month in which occurs the Fifth (5`h) anniversary of the Rent Commencement Date, as that term is defined in Section Three, (the "Termination Date"), unless the Lease is extended as provided in Section Thirty -One. Any Extension Term, properly exercised, shall become part of the Lease Term for all purposes hereunder. SECTION THREE FIXED RENT AND OTHER CHARGES A. FIXED RENT. Lessee shall pay Lessor Fixed hent, in advance, without any offset or deduction on the first day of each month of the Term in the following amounts (which amounts do not include applicable Florida Sales Tax, which in all events shall be paid by Lessee): Year PSF Rent 1 $18M, 2 $18.54 3 $19.10 4 $19.67 5 $20.26 Annual Rent Montly Rent $73,116 $6,093 $75,309 $6,276 $77,569 $6,464 $79,896 $6,658 $82,293 $6,858 o - � B. RENT COMMENCEMENT DATE. Lessee shall begin all payments of Fixed Rent, unless otherwise specified in this Lease, on the Rent Commencement Date, which shall be one hundred thirty five (135) days from the receipt of a final construction building inspection from the City of Boynton Beach. C. INITIAL OPERATING EXPENSES: $7 per square foot per annum ($0.58 per square foot per month), payable in monthly installments on the first day of each and every month during the Term (subject to periodic adjustment pursuant to Section 8). Lessee's Proportionate Share of Operating Expenses shall be 21 %, which share is derived by dividing the number of gross rentable square feet contained in the Premises (stipulated to be 4062 square feet) by the "Gross Rentable Shopping Center Square Footage" (19,334), which is the aggregate number of square feet contained in the Shopping Center being used for retail purposes. Lessor may adjust the Gross Rentable Shopping Center Square Footage to account for outparcels shown on the Site Plan to account for the fact that such tenant(s) or occupant(s) may pay or incur certain Operating Expenses directly. D. SECURITY DEPOSIT: $8,632. The Deposit shall be held as security for the payment of Rent, and for performance of all other terms, covenants and conditions of Lessee hereunder; the amount of the Deposit, without interest, shall be repaid to Lessee after the Termination Date, provided Lessee shall have performed' all terms, covenants and conditions under this Lease. Upon any Event of Default by Lessee, all or part of the Deposit may, at Lessor's sole discretion, be applied on account of such default, and thereafter Lessee shall promptly restore the resulting deficiency in the Deposit. The Deposit may be co -mingled by Lessor with its own funds. Lessee acknowledges that the Deposit is not to be construed as prepaid Rent by Lessee for any rental period during the Term. The Deposit is in addition to, and not a substitute for any statutory landlord's lien provirI ��, '•�{ .wa ria ,,l - b 1,�d3o to n `l4Jt_ S✓ nin zn,. ALL 1 E O LOUNING: S� t bt_ p�` y �' � , � 9,` lest mend} -s rent of , ..1-Is-0—per—atting Expenses estin toted to be �tsd. ��d�lQ. t44nQ C..-��+. n-ic�cn�- i •,�, pr�uc ..,.rr�- dckbki S r.3tck -6� F. PAYMRT'; LATE FEES: Fixed Rent, rating Expenses and any other payments due under this Lease (whether or not designated as "Additional Rent" hereunder) shall be collectively referred to as "Rent". Lessee shall pay Lessor the Fixed Rent and Operating Expenses in monthly installments each month (plus any applicable Florida Sales Tax), beginning on the Rent Commencement Date, with succeeding payments o as called for in the Lease due on the 1I day of each subsequent month during the Term of the Lease. Late Fees equal to the greater of Two Hundred Dollars ($200.00) or ten percent (10%) of the past due amount, P plus interest calculated at the rate of 1.5% per month (or if less, the maximum amount allowed under applicable law) shall be assessed if Rent (or any portion thereof) is not received by the 51 of the month in which it becomes due. In addition to the foregoing Late Fees, bad checks shall also incur an administrative charge of Fifty Dollars ($50.00), plus any fee imposed on lessor by its bank or financial institution. St-;CT10N FOUR CONDITION OF THE PREMISES Lessor shall deliver the Premises to Lessee with all of Lessor's Work (as described in Exhibit B attached hereto) substantially complete no later than the Outside Delivery Date (as defined in Section Seven). Unless 2 Lessor is delivering possession on execution of this Lease, Lessor agrees to provide Lessee with at least three (3) days notice of the date on which Lessor intends to deliver the Premises, which date shall be known as the "Delivery Date". Lessor and Lessee stipulate that the Premises will consist of the number of square feet of leaseable area set forth in Section Three (C), Except for Lessor's Work, the Premises shall be delivered in strictly "ASIS, WHERE IS" condition and Lessee shall accept the same in the condition existing on the date delivered without claims for repairs or improvements. Acceptance of the Premises by Lessee shall be construed as recognition that the Premises are in a good state of repair and in sanitary condition on the date delivered, which Premises are hereby accepted by the Lessee. Lessor makes no express or implied warranty or representation as to the fitness of the Premises for Lessee's intended use, nor the existence or operation of other tenants or occupants within the Shopping Center, nor the condition of any systems or services serving the Premises, including without limitation rhe HVAC or any utility service. Lessee shall arrange and pay for all utilities furnished to the Premises for the Term of this Lease, including, but not limited to, electricity, gas, water, sewer, and telephone service. Lessor must approve Lessee's construction plans for its initial build -out in writing before Lessee may begin any work in the Premises. SECTION FIVE USE OF PREMISES; RESTRICTIONS ON USE Lessee may use the Premises for the purposes of a "commercial kitchen, culinary incubator, and retail kitchen " (the "Permitted Use"), and for no other use or purpose. For the purposes of this Lease, a "commercial kitchen, culinary incubator, and retail kitchen" shall be defined as the following: Commercial Kitchen a place of business where different foods are prepared and cooked for wholesale and retail sales and distribution. Culinary lncubatoa place of business that is outfitted as a commercial kitchen and is subleased in -part to chef entrepreneurs and other small food related business for the purpose of preparing; and selling different food cuisine. Retail Kitchen A place of business that offers food and beverages for sale to the general public. For the purpose of this Lease, the Retail Kitchen shall be limited in size and scope to less than 33% of the Penises. Lessee shal I operate under the trade name " V (-A d r,c Jn . L�e c -i,,, e t '° and shall not change such trade name without the prior consent and approval of Lessor ' hich may be granted or withheld in Lessor's sole discretion. Lessee shall restrict its use to such purpose, and shall not use or permit the use of the Premises for any other purpose without the prior, express, and written consent of Lessor or Lessor's authorized agent. Lessee shall not use the Premises in any manner that will increase risks covered by insurance on the Premises and/or result in an increase in the rate of insurance or a cancellation of any insurance policy, even if such use may be in furtherance of Lessee's business purposes, or allow a lien or other encumbrance to attach to Lessor's estate, In no event shall Lessee violate any of the Exclusive and Prohibited Uses listed on bxhibit Lessee shall not keep, use, or sell anything prohibited by any policy of fire insurance covering the Premises, and shall comply with all recommendations and requirements of the insurers applicable to the Premises and necessary to keep in force the casualty and liability insurance. Lessee agrees to Initially open for business on or before the Rent Commencement Date, and continuously operate its business in the Premises fully stocked, staffed and fixtured, during regular business hours (at least 9 am to 5 pm Monday through Saturday) during the entire Lease Term. Upon written consent by Lessor of Lessee's plans to expand the size and scope of the Premises, Lessee shall be allowed to expand the size of the Premises to include the outdoor space directly adjacent to the western most wall of the Premises. If approved by the City of Boynton Beach and Lessor_ the expanded outdoor space shall include parts of the Shopping Center that are currently "driveway" space. SECTION SIX WASTE, NUISANCE, AND COMPLIANCE WITH LAWS Lessee shall not allow any waste or nuisance on the Premises, nor use or allow the Premises to be used for any unlawful purpose or in an unlawful manner. Lessee shall comply with all laws, rules, regulations or ordinances governing the Premises, shall obtain and keep in full force and effect all occupational, sales tax or other licenses required by any governmental agency having authority over Lessee's business, and shall pay all dues, fees, taxes or other charges imposed on lessee's business by any authorized governmental authority. SECTION SEVEN DELAY IN DELIVERING POSSESSION Lessee shall receive the unit upon execution of this lease in "as -is" condition, however this Lease shall not be rendered void or voidable by the inability of Lessor to deliver possession to Lessee on any specified date. Lessor shall not be liable to Lessee for any loss or damage suffered by reason of any delay; provided, however, that in the event, for any reason, Lessor does not substantially complete Lessor's Work and deliver the Premises within 120 days of the execution of this Lease Agreement ("Outside Delivery Date"), the Rent Commencement Date shall be extended one (1) day for each day of delay in completing Lessor's Work. No extension of this Lease shall result from a delay in delivering possession. SECTION EIGIIT OPERATING EXPENSES A. The terra "Operating Expenses" shall mean all costs and expenses incurred by or on behalf of Lessor in operating, managing, maintaining and repairing the Shopping Center, including, without limitation, all costs with respect to insurance expenses, real estate taxes (whether general or special, ad valorem or otherwise), all costs and expenses of operating, managing, maintaining, repairing and replacing, signing, cleaning, painting and striping of the Shopping Center (including, without limitation, the cost of uniforms, equipment and employment taxes); payroll burden of all employees (payroll taxes and employee benefits); security; alarm, surveillance and life safety systems; janitorial services; maintenance of sprinkler systems; removal of water, trash and debris; payments required by governmental authorities; costs and expenses in connection with maintaining governmental authority ambient air and environmental standards; the costs of all materials, supplies and services purchased or hired therefore; operation of public toilets; maintenance, repair and replacement of the roof, utility systems serving the Shopping Center including, without limitation, watery sewer and storm water lines and other utility lines, pipes and conduits; 4 management fees, costs and expenses of inspecting and depreciation of machinery and equipment used in the operation and maintenance of the Shopping Center and personal property taxes and other charges (including, but not limited to, financing, leasing or rental costs) incurred in connection with such equipment: costs and expenses of capital repairs and replacements to the Shopping Center, including, without limitation, lighting and shrubbery; costs of providing water, sewer, power and other utilities to the Shopping Center; the cost of any capital improvements made to the Shopping Center by Lessor that reduce other Operating Expenses or made to the Shopping Center required under any govemmental requirement; and administrative costs attributable to the Shopping Center for on-site personnel and an overhead cost equal to fifteen percent (15%) of the total costs and expenses of operating and maintaining the Shopping Center. Lessor may elect to amortize any of the foregoing costs and expenses over such period as Lessor shall determine together with interest at tate rate of fifteen percent (15%) per annum. R. Commencing Ninety (90) days from the execution of this Lase or upon receipt of final construction inspection from the City of Boynton Beach, whkhever is first, Lessee shall pay, with each monthly installment of Fixed Rent, one -twelfth (i /12) of Lessee's Proportionate Share of annual Operating Expenses. Such amounts shall be calculated by Lessor based upon the prior (calendar or fiscal, at Lessor's sole election) year actual amounts incurred by Lessor with respect to such Operating Expenses and Lessor shall include an amount reasonably estimated by Lessor toward any increase in such charges for such succeeding years. Lessor may at any time increase such estimate of the Operating Expenses in accordance with the provisions of this Section. Upon determination by Lessor of the actual amounts incurred by Lessor during the then current year for such charges, Lessee shall pay upon demand the amount of any deficiency in such estimated payments toward the actual amounts incurred therefor by Lessor, and Lessor shall credit any overpayment by Lessee toward the next accruing monthly payments for such charges until fully recouped. Lessee's obligation to pay the Additional Rent pursuant to this Section which accrues during the 'Perm shall survive expiration or earlier termination of this Lease. After the end of each calendar year during the Term, Lessor shall furnish to Lessee a statement in reasonable detail of the actual costs and expenses related to the Operating Expenses payments, and there shall be an adjustment between Lessor and Lessee, with payment to or repayment by Lessor, as the case may require. Any required repayment by Lessor may be accomplished. at Lessor's option, by crediting the amount of overpayment against Fixed Rent or future monthly payments of Operating Expenses (or any portion thereof as determined by Lessor) which may be or become owed by Lessee, and shall be deemed conclusive between the parties. Such statement may also contain an estimate by Lessor of the Operating Expenses payments for the next succeeding year, and Lessor may adjust from time to time the estimated payments of Operating Expenses. Until such time as Lessor provides a statement adjusting the estimated Operating Expenses payments, Lessee shall continue to make payments in the amount of the prior estimated amount from Lessor, subject to adjustment pursuant to this Section, and upon notification of the increase by Lessor, Lessee shall pay the full amount of the increase which is due for any prior months during the adjusted period and thereafter continue to make payments at the adjusted amount. 0x41l>Il1;81=111 REPAIRS AND MAiNTENANCE A. Lessor shall maintain the roof; foundation and structural soundness of the exterior walls (excluding all windows and doors) of the buildings and the Common Areas located in the Shopping Center. on B. Lessee shall, at its sole cost and expense, maintain, repair and replace all other parts of the Premises in good condition and repair including, without limitation, all utilities, fixtures, mechanical, electrical, plumbing systems and equipment located in, on or about the Premises, and the heating, ventilating and air conditioning ("HVAC") system(s) servicing the Premises. Lessee, at its sole cost and expense, shall keep and maintain the Premises and the areas immediately surrounding the Premises, at all times in a neat, clean and sanitary condition (including the removal and/or disposal of any trash) and in accordance with all governmental requirements, and Lessee shall, at its sole cost and expense, repair and replace all damage to the Premises caused by Lessee and its agents, officers, employees, contractors and invitees. If Lessee fails to comply with the above obligations and such failure continues for three (3) days after notice from Lessor, Lessor may perform, but is not obligated to perform, any such Lessee obligation, and the cost thereof shall be paid by Lessee as Additional Rent within ten (10) days of demand from Lessor. It is the parties intention that the Lease be a "net lease", and Lessee shall pay, in addition to Rent, all costs and expenses related to tht Premises, including without limitation, all maintenance, repair and replacement expenses, except as specifically provided to the contrary in this Lease. Lessee shall throughout the Term maintain a service contract with an air conditioning repair firm approved by Lessor, at Lessee's sole cost, for the regular and emergency maintenance and repair and replacement of the HVAC systems servicing the Premises, including, without limitation, the periodic cleaning of the coils of the HVAC unit. Neither Lessee nor Lessee's employees, agents contractors or invitees shall be permitted access to the roof of the Premises or Shopping Center. Additionally, if the HVAC system (or other utility equipment) is damaged by vandalism, fire, lightning or other casualty, Lessee shall be responsible for the cost of repair (and if necessary, replace) the equipment. Lessee's sole right of recovery shall be against Lessee's insurers for loss or damage to stock, furniture and fixtures, equipment, improvements and betterments. For any work that Lessee is responsible under this Lease which involves access to and/or penetration of the roof surface, without limiting Lessor's right to approve any alterations or work (and contractors performing the same) as provided in Subsection (C) below, Lessee shall provide Lessor prior written notice and shall employ Lessor's contractor at Lessee's sole cost. Notwithstanding anything to the contrary contained in this Lease, lessee shall not he permitted to perform any structural alterations or repairs to the Premises, and at Lessor's sole election either Lessor or Lessor's designated contractor shall perform, at Lessee's sole cost and expense; any such structural alterations and repairs. As a part of Lessee's general maintenance obligation, Lessee shall enter into an annual contract with a licensed, bonded and insured pest control contractor reasonably acceptable to Lessor, fully licensed to inspect and treat for pests, which shall provide services as dictated by Lessee and as Lessor may reasonably require from time to time. Upon demand by Lessor, Lessee shall furnish to Lessor a copy of the pest control maintenance contract described above. Nothing stated hereinabove shall limit Lessee's obligation to maintain the Premises free of pests throughout the Term. Lessee shall also close out any permits pulled by or on behalf of Lessee. C. Lessee shall not make any alterations to the premises without the prior written consent of Lessor. Lessor shall not unreasonably withhold its consent to any interior, nonstructural alterations, but Lessor may withhold or deny its consent to any exterior alterations, or to any alterations which affect the roof, structure or mechanical electrical or plumbing facilities serving the Premises in its sole discretion. In any event, Lessor must approve any contractors Lessee may engage to perform any alterations in, on, or about the Premises. D. In order to comply with the provisions of Section 713.10 Florida Statutes, it is specifically provided that neither Lessee nor anyone claiming by, through or under Lessee, including, without limitation, contractors, subcontractors, materialmen, mechanics and laborers, shall have any right to file or place any kind of lien whatsoever upon the Premises or the Center or any improvement thereon, and any such liens are specifically prohibited. All parties with whom Lessee may deal are put on notice that Lessee has no power to subject Lessor's interest to any claim or lien of any kind or character, and all such persons so dealing with Lessee must look solely to the credit of Lessee, and not to Lessor's interest or assets. Lessee shall put all such parties with whom Lessee may deal on notice of the terms of this Section. if at any time a lien or encumbrance is filed against the Premises or the Center as a result of Lessee's work, materials or obligations, Lessee shall promptly discharge said lien or encumbrance; and if said lien or encumbrance has not been removed within ten (l 0) days from the date it is filed, Lessee agrees to deposit with Lessor cash in an amount equal to one hundred fifty percent (150%) of the amount of any such lien or encumbrance, to be held by Lessor (without interest to Lessee) until any such lien or encumbrance is discharged. SECTION TEN SURRENDER OF PREMISES Lessee shall surrender the Premises at the end of the Term, or any renewal of such 'term, in the same condition as when Lessee took possession, allowing for reasonable use and wear. Before surrender, Lessee shall remove all business signs placed on the Premises by Lessee and restore the portion of the Premises on which they were placed in the same condition as when delivered by lessor, specifically including any vaults, safes, or other fixtures, and restoring such portion of the Premises. Lessor shall have the right 30 days prior to the termination of this lease (or at any time Lessee is in default of its obligations under this Lease) to place "FOR RENT"signs (or their equivalent) in or on the Premises. SECTION ELEVEN PARTIAL DESTRUCTION OF PREMISES Partial destruction of the Premises shall not render this Lease void or voidable, nor terminate it except as specifically provided in this Lease, if the Premises are partially destroyed during the Term of this Lease. Lessor shall repair them when such repairs can be made in conformity with governmental laws and regulations. within 180 days of the partial destruction. Written notice of the intention of Lessor to repair shall be given to Lessee within 60 days after any partial destruction. Fixed Rent will be reduced proportionately to the extent to which the repair operations interfere with the business conducted on the Premises by Lessee. If the repairs cannot be made within the time specified above, Lessor shall have the option to make them within a reasonable time and continue this Lease in effect with proportional rent rebate to Lessee as provided for in this Lease. If the repairs cannot be made in 180 days, and if Lessor does not elect to make them within a reasonable time. either party shall have the option to terminate this Lease. SECTION TWELVE ENTRY ON PREMISES BY LESSOR Lessor reserves the right to enter on the Premises at reasonable times to inspect them, perform required maintenance and repairs, or to make additions, alterations, or modifications to the Common Areas or to any part of the building in which the Premises are located, and Lessee shall permit Lessor to do so. Lessor may erect scaffolding, fences, and similar structures, post relevant notices, and place moveable equipment in connection with making alterations, additions, or repairs, all without incurring liability to Lessee for disturbance of quiet enjoyment of the Premises, or loss of occupation or use of the Premises. Lessor will have the right (i) to establish, modify and enforce reasonable rules and regulations from time to time with respect obi to the Common Areas; (ii) to enter into, modify and terminate agreements pertaining to the use and maintenance of the Common Areas; (iii) to close temporarily portions of the Common Areas; and (iv) to do and perform such other acts in and to said areas and improvements as Lessor shall determine. SECTION THIRTEEN SIGNS, AWNINGS, AND MARQUEES INSTALLED BY LESSEE Lessee shall not construct or place signs, awnings, marquees, or other structures projecting from the exterior of the Premises without the prior, express, and written consent of Lessor, which consent may be granted or withheld in Lessor's sole and absolute discretion. Subject to municipal code approval (to be obtained by Lessee), Lessor hereby approves Lessee's signage as shown on Exhibit D. Lessee shall remove signs, displays, advertisements, or decorations it has placed on the Premises that, in the opinion of Lessor, are offensive or otherwise objectionable in Lessor's sole opinion. If Lessee fails to remove such signs, displays, advertisements. or decorations within 5 days after receiving written notice from Lessor to remove them, Lessor reserves the right to enter the Premises and remove them at the expense of Lessee. In any event, Lessee shall conform any signs to the Sign Criteria then in effect for the Shopping Center. Except as provided herein and approved by Lessor, Lessee shall have no other rights to have any other signage or other identification displayed in the Shopping Center. Lessee shall be entitled to maintain a sign panel on the Shopping Center Pylon in the size and location shown on Exhibit D. Such panel shall conform to the manufacturer's specifications for the pylon structure, and shall be manufactured, delivered, and installed at Lessee's sole expense. Lessor reserves the right to require Lessee to use Lessor's sign company to install Lessee's panel. Lessee shall maintain, repair, and replace (as necessary) its panel on the pylon, and Lessee agrees to replace such panel if, in Lessor's opinion, such panel becomes faded, broken, cracked, or otherwise in disrepair. If Lessee fails to replace such panel within thirty (30) days following Lessor's written notice, or if Lessee is in default of this Lease beyond any applicable notice and cure periods, Lessor may remove Lessee's panel (at Lessee's expense) and replace the same with a blank panel, or at Lessor's option a panel identifying another tensnt or occupant of the Shopping Center. Lessee shall fide the required store sign applications with the City of Boynton Beach within 30 days of the date of this Lease, and shall install the store sign within 30 days of receipt of a permit from the City of Boynton Beach to install the store sign. Failure to install the sign pursuant to the above timeline shall result in a one hundred dollar ($100) per day penalty for each day late. SECTION FOURTEEN BUSINESS SALE SIGNS Lessee shall not conduct "Going out of Business," "Lost Our Lease," "Bankruptcy," or other sales of a similar nature on the Premises without the prior written consent of Lessor. In no event shall Lessee erect or maintain any permanent or temporary signage (i.e., "reader boards", billboards, "lollipop" signs, mobile marquee, vehicles bearing signage identifying Lessee) in or on the Premises or the Common Area, without the prior written approval of Lessor, which may be withheld in Lessor's sole discretion. SECTION FIFTEEN TEN NONLIABILITY OF LESSOR/EXCULPATION Lessor shall not be liable for liability or damage claims for injury to persons or property from any cause relating to the occupancy of the Premises by Lessee, including those arising out of damages or losses occurring on sidewalks and other areas adjacent to the Premises during the Tenn of this Lease or any extension of such Term. Lessee shall indemnify Lessor, its agents, employees, officers and directors, to the greatest extent permitted by the laws of the State of Florida from any and all liability, loss, or other damage claims or obligations resulting from any injuries or losses of any nature, directly or indirectly related to the Lessee's use and occupancy of the Premises, including, without limitation, any claims arising in common or other areas of the property of the lessor. The obligations of Lessor under this Lease do not constitute personal obligations of Lessor or its individual partners, shareholders, directors, officers, employees and agents, and Lessee shall look solely to Lessor's then existing interest in the Premises, and to no other assets, for satisfaction of any liability in respect of this Lease, and will not seek recourse against Lessor's individual partners, shareholders, directors, officers, employees or agents, or any of their personal assets or those of any related entity for such satisfaction. No other properties or assets of Lessor or any related entity shall be subject to levy, execution, or other enforcement procedures for the satisfaction of any judgment (or other judicial process) or for the satisfaction of any other remedy of Lessee arising out of or in connection with this Lease, the relationship of landlord and tenant, or Lessee's use of the Premises. Lessee's sole right and remedy in any action concerning Lessor's reasonableness (if and where the same is required under this Lease) shall be an action for either declaratory judgment or specific performance. SECTION SIXTEEN LIABILITY INSURANCE Lessee shall procure and maintain in force at its expense during the Term of this Lease and any extension of such Term, public liability insurance (and liquor liability insurance, if applicable) with insurance companies and through brokers approved by Lessor. Such coverage shall be adequate to protect against liability for damage claims through public use of or arising out of accidents occurring in or around the Premises, in a minimum amount of $1,000,000 for each person injured, $2,000,000 for any one accident, and $1,000,000 for property damage. The insurance policies shall provide coverage for contingent liability of Lessor on any claims or losses. Lessor, and any other persons or entities designated by Lessor, must be named as an additional named insured under any such policy of insurance. The insurance policies shall be delivered to Lessor for safekeeping. Lessee shall obtain a written obligation from the insurers to notify Lessor in writing at least 30 days prior to cancellation or refusal to renew any policy. The insurance policies shall provide coverage for contingent liability of Lessor on any claims or losses. Lessor, and any other persons or entities designated by Lessor, including but not limited to Lessor's managing agent, must be named as an additional named insured under any such policy of insurance. The insurance policies shall be delivered to Lessor for safekeeping. Lessee shall obtain a written obligation from the insurers to notify Lessor in writing at least 30 days prior to cancellation or refusal to renew any policy. If the insurance policies required by this section are not kept in force during the entire Term of this Lease or any extension of such Term, Lessor may, but shall not be required to procure the necessary insurance and pay the premium for it, and the premium shall be repaid to Lessor as an Additional Rent installment for the month following the date on which the premiums were paid by Lessor. SECTION SEVENTEEN ASSIGNMENT, SUBLEASE, OR LICENSE Lessee shall not assign or sublease the Premises (or any part thereof), nor grant any right or privilege connected with the Premises or use thereof, nor allow any other person except agents and employees of Lessee Io occupy the Premises (or any part thereof) without first obtaining the prior written consent of Lessor, which consent may be granted or withheld by Lessor in its sole and absolute discretion. Consent by Lessor to one assignment, sublease or license shall not be consent to any subsequent assignment, sublease, or license. An unauthorized assignment, sublease, or license to occupy by Lessee shall be void and at the option of Lessor shall terminate this Lease. The interest of Lessee in this Lease is not assignable by operation of law without the written consent of Lessor. Any assignment for the benefit of creditors, or any transfer of stock, partnership, or other form of ownership interest in Lessee is prohibited except in accordance with the provisions of this Section. In addition, no assignment, sublease or license, whether with or without Lessor's consent shall affect any personal or corporate guaranty. As a condition of considering any request for Lessor's approval, together with its request. Lessee shall pay Lessor a review tee of One Thousand Dollars ($1,000.00), plus Lessor's reasonable attorney fees and or administrative fees in reviewing the terms and considerations of any proposed assignment, sublease or license, whether or not such transfer is approved by Lessor. SECTION FIGHTEEN IWI, M[il:l Failure to pay any item of (tent when due, the appointment of a receiver to take possession of the assets of Lessee, a general assignment for the benefit of the creditors of Lessee, any action taken or allowed to be taken by Lessee under any bankruptcy act, or the failure of Lessee to comply with any term and/or condition of this Lease shall constitute a breach of this Lease. Lessee shall have 10 days after receipt of written notice from Lessor of a monetary breach, and 25 days alter receipt of written notice from Lessor of a non -monetary breach to correct the conditions specified in the notice. If Lessee cannot reasonably cure such breach within the 10 day period of a monetary breach, and 25 day period for a non -monetary breach, Lessee shall have a reasonable time to convect the default, provided such action is commenced by Lessee within 5 days after receipt of the notice and diligently pursued to completion. Such additional time shall not be required for any event involving a failure to pay any item of Rent when due. SECTION NINETEEN REMEDIES OF LESSOR FOR BREACH BY LESSEE Lessor shall have the following remedies in addition to its other rights and remedies in the event Lessee breaches this Lease and fails to make corrections as set forth in Section Eighteen: 01 A. Lessor may reenter the Premises immediately and remove the property and personnel of Lessee, store the property in a public warehouse or at a place selected by Lessor, at the expense of Lessee. B. After reentry, Lessor may terminate this Lease on giving 10 days written notice of termination to Lessee. Without such notice, reentry will not terminate this Lease. On termination, Lessor may recover from Lessee all damages proximately resulting from the breach, including, but not limited to, the cost of recovering the Premises and the balance of the Rent payments remaining due and unpaid under this Lease. C. After reentering, Lessor may relet the Premises or any part of the Premises for any term without terminating this Lease, at such rent and on such terms as it may choose. Lessor may make alterations and repairs to the Premises. The duties and liabilities of the parties if the Premises are relet shall be as follows: (1) In addition to Lessee's liability to Lessor for breach of this Lease, Lessee shall be liable for all expenses of the reletting, for the alterations and repairs made, and for the difference between the rent received by Lessor under the new Lease and the Rent installments that were due for the same period under this Lease. (2) lessor, at its option, shall have the right to apply the rent received from reletting the premises (a) to reduce Lessee's indebtedness to Lessor under this Lease, not including indebtedness for Rent, (b) to expenses of the reletting and alterations and repairs made, (c) to Rent due under this Lease, or (d) to payment of future Rent under this Lease as it becomes due. If the new Lessee does not pay a Rent installment promptly to Lessor, and the Rent installment has been credited in advance of payment to the indebtedness of Lessee other than Rent, or if rentals from the new Lessee have been otherwise applied by Lessor as provided for in this section. and during any Rent installment period, are less than the Rent payable for the corresponding installment period under this Lease, Lessee shall pay Lessor the deficiency, separately for each rent installment deficiency period, and before the end of that period. Lessor may, at any time after such reletting, terminate this Lease for the breach on which Lessor based the reentry and relet the Premises. After reentry, Lessor may procure the appointment of a receiver to take possession and collect rents and profits of the business of Lessee. If necessary to collect the rents and profits, the receiver may carry on the business of Lessee and take possession of the personal property used in the business of Lessee, including inventory, trade fixtures, and fumishings and use them in the business without compensating lessee. Proceedings for appointment of a receiver by Lessor, or the appointment of a receiver and the conduct of the business of Lessee by the receiver, shell not terminate this Lease unless Lessor has given written notice of termination to Lessee as provided in this base. SECTION TWENTY A"I'FORNEY AND BROKER FEES If either party engages the services of an attorney or law firm in an effort to enforce any agreement contained in this Lease, or for breach of any covenant or condition, by filing an action or otherwise, the non -prevailing party shall pay reasonable attorney fees to the prevailing party in the action. SECTION TWENTY-ONE CONDEMNATION Eminent domain proceedings resulting in the condemnation (or a deed in lieu thereof) of a part of the Premises, but leaving the remaining premises usable by Lessee for the purposes of its business, will not terminate this Lease unless Lessor, at its option, terminates this Lease by giving written notice of termination to Lessee. The effect of any condemnation, where the option to terminate is not exercised, will be to terminate this Lcase as to the portion of the Premises condemned. and the lease of the remainder of the Premises shall remain intact, The Fixed Rent for the remainder of the lease term shall be reduced by the amount that the usefulness of the Premises has been reduced for the business purposes of Lessee. Lessee assigns and transfers to Lessor any claim it may have to compensation for damages as a result of any condemnation. Lessee shall have no claim upon any award or damages awarded to Lessor by virtue of any condemnation or deed in lieu thereof. SECTION TWENTY -TI TREE WAIVERS Waiver by Lessor of any breach of any covenant or duty of Lessee under this lease is not + waiver of a breach of any other covenant or duty of Lessee, or of any subsequent breach of the same covenant or duty. SECTION TWENTY-FOUR GOVERNING LAW It is agreed that this Lease shall be governed by, construed, and enforced in accordance with the laws of the State of Florida. Sh.CI'ION TWENTY-FIVE ENTIRE AGREEMENT This Lease shall constitute the entire agreement between the parties. Any prior understanding or representation or any oral agreement of any kind preceding the date of this Lease shall not be binding upon either party except to the extent incorporated in this Lease or by separate written instrument executed by both parties or their authorized representatives. SECTION TWENTY-SIX MODIFICATION OF AGREEMENT Any modification of this Lease or additional obligation assumed by either party in connection with this agreement shall be binding only if evidenced in a writing signed by each party or an authorized representative of each party. 12 r SECTION TWENTY-SEVEN NO'T'ICES All notices, demands, or other writings that this Lease requires to be given, or which may be given, by either party to the other, shall be deerned to have been fully given when made in writing and deposited in the United States mail, registered and postage prepaid, and addressed as follows: To Lessor: YACHTSMAN PROPERTIES, LLC c/o Stajus Consulting, LLC, 80 Business Park Drive, Suite 103, Armonk, NY 10504 To Lessee: jL '/ St,) D 5 A''C, $ �n s N t°�/� `i J s The address to which any notice, demand, or other writing may be given or made or sent to any party as above provided may be changed by written notice given by such party as above provided. SECTION TWENTY-EIGHT BINDING EFFECT This Lease shall bind and inure to the benefit of the respective heirs, personal representatives, successors, and assigns of the parties. SECTION TWENTY-NINE TIME OF THE ESSENCE It is specifically declared and agreed that time is of the essence of this Lease and each and every provision hereof. SECTION 'rH1R'FY PARAGRAPH HEADINGS The titles to the paragraphs of this Lease are solely for the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this Lease. SECTION THIRTY-ONE OP'rION TO EX'T'END Provided Lessee has not been in default of this Lease beyond any notice and cure periods at any time prior to its exercise, Lessee may exercise its option to extend the term of this Lease for four (4) additional term 13 (the "Extension Term") of Five (5) years. Lessee must exercise such option, if at all, by written notice delivered to Lessor no later than six (6) months prior to the Termination Date (time being of the essence). For the First renewal period, all of the terms of the Lease shall remain in effect, except that the Term of the renewal period shall be exactly Five (5) years. For the Second renewal period, all of the terms of the Lease shall remain in effect, except that the Fixed Rent during the first year of the Extension Tenn shall be "Fair Market Rent". Fixed Rent for each subsequent year shall be the Fixed Rent for the prior year increased by five percent (3%). The Term of the renewal period shall be exactly Five (5) years. For the Third renewal period, all of the terms of the Lease shall remain in effect, except that the Fixed Rent during the first year of the Extension Term shall be "Fair Market Rent", Fixed Rent for each subsequent year shall be the Fixed Rent for the prior year increased by five percent (3%). The Term of the renewal period shall be exactly Five (5) years. For the Fourth renewal period, all of the terms of the Lease shall remain in effect, except that the Fixed Rent during the first year of the Extension Tern shall be "Fair Market Rent". Fixed Rent for each subsequent year shall be the fixed Rent for the prior year increased by five percent (3%). The Term of the renewal period shall be exactly Five (5) years. The term "Fair Market Rent" shall mean the monthly amount per square foot that a willing landlord would accept and a willing retail tenant would pay, at arms -length, for a comparable commercial building located in the vicinity of the Shopping Center for a use similar to that of Lessee at the time of such negotiation. In the event that the parties cannot agree on the Fair Market Rent for such Extension Tenn before the Termination Date, Lessor and Lessee jointly shall select an independent third party appraiser reasonably acceptable to both parties. The cost of the third party appraisal shall be shared by the parties. If Lessor and Lessee cannot agree upon an independent third party appraiser, then either party may request a court of competent jurisdiction to appoint such an appraiser. The decision of the appraiser shall be binding upon Lessor and Lessee. SECTION THIRTY-TWO RELOCATION Notwithstanding any other provision in this Lease, Lessor in its sole discretion shall have the option at any time to relocate Lessee from the Leased Premises (the "Present Premises") into other premises in the Shopping Center (the "New Premises"). Lessor shall give Lessee at least forty-five (45) days notice of the approximate date Lessee is to move to the New Premises. Lessor shall prepare the New premises to the same extent that Lessor prepared the Present Premises. The New Premises will have at least the same amount of square foot area as the Present Premises. Lessor shall pay for moving Lessee's inventory, fixtures, equipment and storefront sign to the New Premises. The New Premises will become the Leased Premises (instead of the Present Premises) and the Rent (including all of Lessee's other monetary obligations to Lessor under the Lease) and all the other terms and provisions of this Lease shall be transferred to and continue to apply, without interruption, to the New Premises from and after the date Lessee is required to move pursuant to this Section. 14 OW SECTION THIRTY-THREE GUARANTY As a condition of Lessor's entering into this Lease, ("Guarantor") is concurrently executing a personal guaranty, guaranteeing Lessee's full and faithful performance of the terms and conditions of this Lease. Such personal guaranty is of both payment and performance, and shall be without recourse to any other rights or remedies available to Lessor. SECTION THIRTY- FOUR CONFIDENTIALITY A. Lessee's Obligations. Lessee agrees that (a) except as provided in this Lease, Lessee shall maintain the confidential nature of any Proprietary Information received or acquired by him including but not limited to the amount of base rent defined herein, and (b) lessee shall use the Proprietary Information solely for the purpose of meeting Lessee's obligations under this Lease and not in connection with any other business or activity. "Proprietary Information" means all oral, written or recorded information about or related to the terms of this Lease contained herin, whether acquired before or after the date of this Lease, and regardless of the manner in which it is acquired, together with any documents or other materials prepared by Lessee that contain or reflect such information. B. Limitations on Confidential Obligations and Use Restrictions. The restrictions in this Paragraph above do not apply to information that the Lessee can demonstrate (i) is then in the public domain by acts not attributable to Lessee or (ii) is received after the execution of this Lease on an unrestricted basis by the Lessee from a third party source who, to Lessee's knowledge after due inquiry, is not and was not bound by confidentiality obligations to the Lessor or any Affiliate of the Lessor. In addition, Lessee and the Lessor are permitted to disclose any Proprietary Information that is necessary in the defense or prosecution of any legal action. C. Actions if Disclosure Required. If either Lessee or Lessor is required by law to make any disclosure otherwise prohibited under this Agreement, such party shall use its best efforts to provide the other with prompt prior notice where possible so that (a) the other party (with the reasonable cooperation of the party required to make the disclosure) may seek any appropriate protection order or other remedy and/or (b) the parties can seek in good faith to agree on the appropriate scope and approach to disclosure. If a protective order or other remedy is not obtained' the panty required to make the disclosure may famish only that portion of information protected by this Agreement that the party is legally compelled to disclose and shall use its reasonable efforts to obtain confidential treatment for all information so disclosed. D. Injunction. Each party agrees that remedies at law may be inadequate to protect against breach of this Paragraph, and agrees to the granting of injunctive relief without proof of actual damage. BEST OF PAGE LEFT BLANK 15 IN WITNESS WHEREOF, the respective parties have signed, sealed and delivered this Lease on the date and year written below. WITNESS.._ WITNESS: _ n Dated WITNESS: WITNESS: Dated 11 1 ,-61( 16 LESSOR: YACHTSM S PROPERTIES, LLC. a Delawa imited liability company By: r ~ ,�✓ 1 Its LESSEE: EXHjAITA SITE PLAN i.�jI � . . -~`- -` 17 M. EXHIBIT B LESSEE'S WORK Lessee krill take the unit "as is" and is responsible for all tenant improvements at the Premises. LESSOR'S WORK Lessor shall pay Lessee $43 per square foot ($153,639) for tenant improvements. The tenant improvement reimbursements shall be paid from Lessor to Lessee as follows: 1) Lessee must provide invoices for all work completed; and 2) Lessee must provide contingent lien waivers for all tenant improvement reimbursements; and 3) Lessee must make the Premises available to Lessor's agent during normal business hours for the purpose of inspecting the work submitted for reimbursement; and 4) Tenant Improvement payments shall be made in a minimum of $50,000 increments. 5) Lessor shall make all Tenant Improvement payments within fifteen (15) business days from the receipt of all of the information and inspections as defined above. 18 C EXHIBIT C EXCLUSIVE AND PROMBITED USES 1. Adult book stores, adult theatre, or adult amusement facility. 2. Amusement centers, arcade/game rooms. 3. Automobile and light truck new sales or rental. 4. Automobile service and self-service gas stations. 5. Automobile/motorcycle repair shops. 6. Automobile storage. 7. Bath and massage parlors. 8. Billiard rooms, bowling alleys, skating or roller rinks and poolrooms. 9. Any industrial or mining use. 10. Dry cleaners with on-site cleaning plant. 11. Office use (except incidental to a retail use permitted hereunder). 12. Medical observatory dormitories or any other sleeping quarters or lodging. 13. Mortuaries or funeral homes. 14. Natatoriums. 15. Open-air theaters. 16. Propagating and growing plants for sale. 17. Pubs, bars, nightclubs or discos. 18. Self-service storage facilities. 19. Skating rinks 20. Truck rentals. 21. The retail sale of new cellular phones and cellular phone plans. 21. Any other use not allowed under this Lease, prohibited by law or for which Lessor has granted another occupant an exclusive use right. 19 KW M-11-3 OZ I NOYNDIS :11200 lapaq EXHIBIT D — Continued MONUNWNT SIGNAGE MEAN PALM rt -0,2t k -i ISSO P14LPII Fit 4L414 * It is expected that Lessee will have at least one (1) space on the monument. 21 GUA11ANT`t' OF LIGASE THIS GUARANTY OF LEASE; #GREEM 'NT "Guaranty" is made and entered into this may of �, 2016 by ' an individual having an address at EU7 S`� 7S-fE� 1JL ,,. -l-nl ,mit Fc 3 ti 2,(•'Guarantor"). in favor of YACHTSMANS PROPERTIES, LLC, a Delaware limited liability company (-Landlord"). _ W l•INESSETH: WHEREAS, ( (4n drwi n- RJ%4 i _Ea t dk t _ ("Tenant"), and Landlord entered into t t certain Lease "Lease" dated 2016, with respect to the Properly as more particularly described in the Lease (all capitalized terms not defined herein shall have the same meanings ascribed to them in the Lease); and WHEREAS, in order to induce Landlord to enter into the Lease, the undersigned Guarantor(s) has agreed to guaranty the payment of all rents and charges, and the performance of all of'fenant's obligations. under the Leese. NOW, THEREFORE, in consideration ofthe execution and delivery of the Lease by Landlord and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged. Guarantor hereby agrees as follows: 1. The undersigned hereby guarantees to the Landlord and to any mortgagee holding a mortgage upon the intertst of Landlord in the Property, the due and punctual payment of all Rent payable under the ]ease. and each and every installment theroo& as well as the full and prompt and complete performance by the 1 enent of each and all of the terns, covenants and conditions in the Lease contained on the part of the Tenant therein to be kept, observed and performed, for the Term, with no less force and effect than if the undersigned were named as the Tenant in the Lease, and the undersigned, will forthwith on demand pay all amounts at any time In arrears, and will make good any and all Events of Default occurring under the Lease, Guarantor hereby waiving any rights to prior demand or Landlord's enforcement of the Lease first against Tenant. This Guaranty and the liability of the undersigned shall be absolute, and unlimited, and shall in no way be impaired or affected by any assignment which may be made of the Lease, or any subletting hereunder, or by any extension(s) of the payment of any Rem, Guarantor hereby waiving any defenses against such amounts and/or performance under the Lease which Tenant may have had asserted and/or been entitled to assert against such amounts and/or performance under the Lease. 2. No action or proceeding brought or instituted under this Guaranty against the undersigned, and no recovery had in pursuance thereof, shall be a bar or defense to any further action or proceeding which may be brought under this Guaranty by reason of any further default or defaults of Tenant. The liability of the undersigned shall not be deemed to be waived, released, discharged, impaired or affected by reason of the release or discharge of the Tenant including, but not limited to, any release or discharge pursuant to any reorgenbation, readjustment, insolvency, receivership or bankruptcy proceedings. There shall be no modification of the provisions of this Guaranty unless the same be in writing and signed by the undersigned and the Landlord. 3. All of the terns, covenants and conditions of this Guaranty shall be joint and several, and shall extend to and be binding upon the undersigned, their heirs, executors. administrators, and assigns, and shall inure to the benefit of the Landlord, its successors and assigns, and to any future owner of the fee of the Property and to any mortgagee of the Landlord. Landlord may, without notice, assign the [Ane or this Guaranty in whole or in part, and the undersigned agrees that no modification of the terms, covenants or conditions of the Lease shall in anyway impair or affect the undersigned's obligations hereunder. 4. if either party hereto brings any action to enforce rights under this Guaranty, whether judicial, administrative or otherwise, the prevailing party in that action shall be entitled to recover from the losing party all fees and court costs incurred, including reasonable attorneys' fees, whether such costs and fees are incurred out of court. at trial, on appeal, or In any bankruptcy proceeding. This Guaranty and the rights and obligations of the parties hereto are governed by the laws of the State of Florida. 3. if any term, covenant or condition of this Guaranty, or the application thereof to any person or circumstance, shall, to any extent. be invalid or unenforceable, the remainder of the Guaranty, or the application of such tern, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenfbreeable Malt not be affected thereby, and each term, covenant or condition of this Guaranty shall be valid and enforceable to the fullest extent permitted by applicable law. The execution of this Guaranty prior to the execution of the Lease shall not invalidate this Guaranty or lessen the obligations of the Guarantor(s) hereunder. 61ANDLORD ANDTHE UNDERSIGNED HEREBY MU'T'UALLY WAIVE ANY AND ALL. RIGHTS WHICH EITHER MAY HAVE TO REQUEST A JURY TRIAL IN ANY PROCEEDING AT LAW OR IN EQUITY IN ANY COURT OF COMPETENT JURISDICTION WHICH PROCEEDING IS UNDER. IN CONNECTION WITH OR RELATED'!') THIS GUARANTY. THE UNDERSIGNED ACKNOWLEDGES THAT THE's WAIVER 1S A MATERIAL. INDUCEMENT TO LANDLORD TO ENTER INTO THE LEASE. 7. This Guaranty contains the entire agreement between the parties with respect to the matters contained herein, and shall not be modified except in writing executed by all parties. IN WITNESS WHEREOF, the undersigned have executed this Guaranty on this a#4ay of ,.2016. GUARANTOR Tax IDNoJSSN: Address S"TATE OF -v I,cL =, (x)tm-Y or'hftjj�L(tLt 1 'Ibis instrument was sworn, subscribed and acknowledged before me on this Q�L day of ) t, 2016 by N(t(I tr \L }fie:' ' 1 E and _ _ who is personally known to me or who produced % 1:1 t12 �1 r6�ilti'rj5kc, . as identifiartion. otary Public ItN00 gFFODO t�fl It m 710malFnmtlad060 Mark Ryan Restoration MARK RYAN nt-STORAT113*4 710 SE 4th Ave Pompano Beach, FL 33060 Direct: 954-254-8451 Fax 888-262-6049 Residential Liceneo# CRC 13 30668 Roofing License# CCC 1330393 Client: Grandma's Tftasures Property: 1550 N. Federal Hwy, Suites 1-3 Boynton Beach, FL 33435 LO:w', /' Estimator: Mark Collins Company: Mark Ryan Restoration Type of Estimate: Tenant build -out Date Entered: 3/10/2017 Price List: FLDB8X F'EB17 Lebon Efficiency: Restoration/Service/Remodel Estimate: GRANDMA'S—TREASURE-4 Estimate Totals $423,895.45 SERVICE AGI nMMNT Date A,asigne& 3 110 %"1 Business: (954) 254-8451 E-mail: mariryanrestorstionftmail, com Azirement: I authorize and agree to pay Maris Ryan Restordum & Renovation, LLC to provide services, and otberwise enter my property, furnish material, supply all equipment, and perform all labaa necessary to preserve, protect, improve, and restom or improve my property. This agreement is based upon the attached estimate. Please note that this estimate is based off a visual ane$smeat. Any additional work discovered during the progression of this project will be repaatod. CONSTRUCTION CLARIFICATIONS / WARRANTER Ail materials will be warranted through the manufactures' %=iBcatims. New work is guaranteed for a period of one year against defects in workmanship. These wodmmanship issues will be covered at our own costs. Damage caused by natural elements such as lightning, windstorms, water, hail, animals, etc. are not covered under this guarantee. 3 PARK RYAN CSTOi4ATIDN Main Level Mark Ryan Restoration 710 SB 4th Ave Pompano Beach, FL 33060 Direct: 934-254-8451 I= 988-262-6049 Residential License# CRC 1330668 Roofing License# CCC 1330393 GRANDMA'S TREA6URF,4 Main Level DESCRIPTION 1. Final cleaning - construction - Commercial includes final cleaning for tenant occupancy of all areas in scope of wont. QTY 1.00 HA @ UNIT PRICE TOTAL 2,500.00- 2,500.00 2. Clean floor 3,112.41 SF ® 0.30 = 933.72 104 Kitchen Height 9' DESCRIPTION QTY UNIT PRICE TOTAL 3. Fiberglass rdnforced plastic (FRP) paneling 1,582.10 SF @ _ 7.01- 11,090.52 Material allowance is up to $1.25 per SF far panels (tachuifng 112 Corridor Missing Wal! - Goes to Floor 3'9"XVtwo Opens into DEF-101—DMI Reight: 9' DESCRIPTION QTY UNIT PRICE TOTAL 4. Chair raft - oversized - 3 1/4" 198.75 LF @ 5.25 = 1,043.44 S. Bead board - 1/2" plywood - wainscot 198.75 SF (off 6.75- 1,341.56 101 Dining Height: 13'3" Wtadow li' i1" T 4' Opens into Exterior Missing Wall - Goes to Floor 3199'X 6' Be' Opens into DEF -1 12CORR Window 10' 111 X 4' Opens into Exterior Window 91111 X 4' Open: into Exterior DESCRIPTION QTY UNIT PRICE TOTAL. 6. Chair rail - oversized - 3 1/4" T 75.00 LF ® 5.25- 393.75 7. Bead board - Mow plywood - wainscot 75.00 SF @ 6.75- 506.25 _-ANDMA'S_TREASURE-4 3/24/2017 Page:2 A Mark Ryan Restamiflon MAK K RYi N- r V,-,T0PATln-1 710 SE Ah Ave Pompano Beach, FL 33060 Direct: 954-254-8451 Pax: 888-262-6049 Residential License# CRC1330668 Roofing License# CCC1330393 Floor Plan Construction 1 i}�?i+� i ti l QTY UNIT PRICE TOTAL B. iYamfng & Rough Carpentry 1.00 EA @ 75,280.00 = 75,280,00 General Floor Plan Construction according to plans. Includes but not limited to the following: -wall framing -&Ywall ,&Ywall finishing yrriming & painting (Sherwin Williams p ulucta) -floor coverings -rerannic/porcelain the allowance is 53.49 per SF with tai.. Straight lay (grid) or brick pattern of non -rectified tiles included. -resinous flooring inchrded -boeboards -acoustical ceiling tale and grid -doors -impact storefront system dark bronze -interior wtadow, non impact with 1/4" clear tempered glazing -stractnral wall header for west wall opening -stucco patch to match existing (exact match may not be achievable) -dry-fall ceiling paint in 101 Dining. -Reinforcement of joists under concentrated loads (X bmeing) by new equipment Demolition DESCRIEMON QTY UNIT PRICE TOTAL 9. Gens Demolition 1.00 EA 14,650.00 = 14,650.00 Demolition according to plans, Includes but not limited to the fbllowing: -disconnect existing ftbires -cover and protect existing remaining fbetnres -general demo as noted in plans -disposal Electrical DESCREPTION QTY UNIT PRICE TOTAL 10. Electrical --- — —� �— 1.00 EA ® 64,978.00 m 64,978.00 GRANDMA'S—TREASURE-4 3/24/2017 Page: Ilk Mark Ryan Restoration --. 1A it K my N XilraRAT! LIP w 710 SE 4th Ave Pompano Beach, FL 33060 Direct: 954-254-8451 Fax: 888.262-6049 Residential License# CRC1330668 Roofing License# OCC1330393 CONTDf D - Elecb4cal DESCRIPTION Electrical according to plans. Includes but not limited to the following: -600 amps electrical service -3 sub panels -Outlets -Install all light fixtures per plans (FmMm supplied by owner) -Book up all equipment per plans -power for exterlw signs at west exterior wa1L DESCRIPTION 11. Mechanical systems Mechanical according to plans. Includes but not limited to the following: -3 AC units and one flub. air system -ductwork -thermostats -mdumst fans -roof patching of existing equipment -Ruud units included -spiral metal duct work -removal and disposal of existing AHU's Plumbing DESCRIPTION 12. Plumbing Plumbing according to plans. Includes but not limited to the following: -excludes food service equipment new plumbing supply and waste lines -toilets -its 4dtchen equipment hook ups -shut off valves -concrete saw access, removal, and replacement for new plumbing lines QTY UNIT PRICE TOTAL QTY UNIT PRICE 1.00 EA @ — - 89,750.00 QTY 1.00 EA L"_04X ? TOTAL 89,750.00 TOTAL 62,500.00 - 62,500.00 _-tANDMA'S TREASURE -4 3/248017 Page:4 Mark Ryan Restoration MARK RYAN n9tITCRATION 710 SE 4th Ave Pompano Bcadb6 FL 33060 Direct: 954-254-8451 Fax: 889.262-6049 Residential License# CRC1330669 Roofing License# CCC1330393 General DESCRIPTION QTY UNIT PRICE TOTAL 13. Permits & Fees — — 1.00 EA ® 12,000.00 = 12,000.00 14. Commercial Supervision / Project Management 1.00 EA @ 25,000.00 = 25,000.00 15. Inspections 1.00 EA @ 6,000.00- 6,000.00 19. Signing bonus - Expires on. 3-31-2017 1.00 EA @ -3,000.00- -3,000.00 IT M , DESCRIPTION QTY UNIT PRICE TOTAL 16, Punish and install tankless water heater in lieu of tank system 1.00 EA ® -2,500.00^- -2,500.00 17. Omit 12' Exterior door at west elevation 1.00 EA @ -7,250.00 = -7,250.00 18. Fquipnteat change: Install Ruud in lien of Tient units 1.00 EA @ -5,500.00- -5,500.00 19. Signing bonus - Expires on. 3-31-2017 1.00 EA @ -3,000.00- -3,000.00 Please note: architect should makechanges to the dmwtogs prior to submittal to the city far changes. Labor Miniffiums Applied DESCRIPTION QTY UNIT PRICE TOTAL 20. cl=g labor minimum 1.00 EA ® 64.71- 64.71 Grand Tots) Areas: 6,877.22 SF Walls 3,112.41 SF Floor 0.00 SF Long Wall 3,112.41 Floor Area 2,608.99 Exterior wall Area 0.00 Surface Area 0.00 Total Ridge Lith 3,112.41 SF Ceiling 345.82 SY Flooring 0.00 SF Short Wall 3,272.14 Total. Area 836.35 Exterior Perimeter of Walls 0.00 Number of Squares 0.00 Total Hip Length 9,989.63 SF Walls and C`,eiP 706.63 LF Floor Perimeter 714.13 LF Cell, Perimeter 7,059.64 Interior Wall Am 0.00 Total Perimeter Lech GRANDMA'S_TREASURB-4 3/24/2017 Page: Mark Ryan. Restoration R K MYA N •Jv�a:.x�ctt710 SE 4th Ave Pompano Beach, FL 33060 Direct: 954-254-8451 Fax: 888.262-6049 Residential License# CRC 1330668 Rooft License# CCC1330393 Line Item Total Material Sales Tax Subtotal Overhead Prost Cleaning Total Tax Replacement Cost Value Net Chico 349,781.95 212.69 349,994.63 36,824.47 36,824.47 251.88 $423,898.46 S423,895.45 GENERAL CLARIFICATIONS: This 55p-60 is pri-xilcated upon - Ryan Restoration 6i Renovation LLC receiving a signed proposal within thirty (30) days. All projects require a one fourth deposit before work will stars. During the pr%ression of the project additional quarter payments will be invoiced. Full payment for services is required upon project completion. Payment is due upon receipt of Invoice. Intermittent payments may also be requested during the duration of the project Beginning 30 days aster receipt of invoice, interest maybe applied at the Daily Perlodic Rate of .044% Reimbursement for costs of collection including reasonable attorneys flees, costs of unpaid amounts, and costs for breach or enforcement of any terms of this service agreement will be the responsibility of the owner. The owner may cancel this agreement without penalty or obligation within (3) three business days after the date, it is initiated. The owner must give notice of cancellation in writing and send by certified mail, return receipt requested, or other farm of mailing which provides proof as to the daze sent. S Work -Hold Hm mAms: In the event that Mark Ryan Restoration 8e, Renovation LLC is not able to perform its recommended work an or their equ pmot Is removed prematurely, I agree to release and hold them harmless, and indemnify Mark Ryan Restoration against all claims or actions that result Sam such removal. LIEN RIGHTS: NUFIC To MmEOWNER CUSTOMERS: MANDATORY LIEN DISCLOSURE PURSUANT TO FLORIDA STATUTE §713.015 ACCORDING TO FLORIDA'S CONSTRUCTION LIEN LAW (SECTIONS 713.001- 713.37, FLORIDA STATUTES), THOSE WHO WORK ON YOUR PROPERTY OR PROVIDE MATERIALS AND SERVICES AND ARE NOT PAID IN FULL HAVE A RIGHT TO ENFORCE IMM CLAIM FOR PAYMENT AGAINST YOUR PROPERTY. THIS CLAIM IS KNOWN AS A CONSTRUCTION LIEN. IF YOUR CONTRACTOR OR A SUBCONTRACTOR FAILS TO PAY SUBCONTRACTORS, SUB -SUBCONTRACTORS, OR MATERIAL SUPPLIERS, THOSE THE PEOPLE WHO ARE OWED MONEY MAY LOOK TO YOUR PROPERTY FOR PAYMENT, EVEN IF YOU HAVE ALREADY PAID YOUR ONTRACTOR IN FULL. IF YOU FAIL TO PAY YOUR CONTRACTOR, YOUR CONTRACTOR MAY ALSO HAVE A _-ANDMA'S TREASURE -4 3/M017 Page: 6 Al? MInA Ryan Restomflolt �r MARK RYAN RigSTORATION 710 SE 4th Ave Pompano Beach, FT, 33060 Dim= 954.254-8451 Fax: SH -262-6U9 Residential License# CRC 1330668 Roofing License# CCC1330393 LIEN ON YOUR PROPERTY. THIS MEANS IF A LIEN IS FILED YOUR PROPERTY COULD BE SOLD AGAINST YOUR WILL TO PAY FOR LABOR, MATERIALS, OR OTHER SERVICES THAT YOUR CONTRACTOR OR A SUBCONTRACTOR MAY HAVE FAILED TO PAY. TO PROTECT YOURSELF, YOU SHOULD SIUM ATE IN THIS CONTRACT THAT BEFORE ANY PAYNIBNT IS MADE, YOUR CONTRACTOR IS REQUIRED TO PROVIDE YOU WITH A WRITTEN RELEASE OF LIEN FROM ANY PERSON OR COMPANY THAT HAS PROVIDED TO YOU A NOTICE TO OWNER' FLORIDA'S CONSTRUCTION LIEN LAW IS COMPLEX, AND IT IS RECOMMENDED THAT YOU CONSULT AN ATTORNEY. FLORIDA HOME OWNERS CONSTRUCTION RECOVERY FUND PAYMENT RAT BE ANATUMIM FROR TO FLORIDA MMERS CONSTRUCTION RECOVERY FUND IF YOU LOSE MONEY ON A PROJECT PERFORUM UNDER CONTRACT, WHERE THE LOSS RESULTS FROM SPECIFIED VIOLATIONS OF FLORIDA LAW BY A LICENSED CONTRACTOR FOR INFORMATION ABOUT THE RECOVERY FUND AND FILING A CLAIK CONTACT THE FLORIDA CONSTRUCTION INDUSTRY LICENSING BOARD AT THE FOLLOWING TELEPHONE NUMBER AND ADDRESS: Comftwdoa Industry Licensing Board 1940 North Monroe Street Tallahassee, Florida 32399-2215 850-487-1395 Respectfully Submttted, Mark COMM- ti9ark Marie Ryan Restoration & Renovation, LLC PLEASE SIGN AND RETURN - RETAIN A COPY FOR YOUR PERMANENT RECORDS DATE:a I IQ 1 t -1 GRANDMA'S—TREASURE-4 3/2412017 Pap:' BOYNTO'CRA . BEACH CRA BOARD MEETING OF: April 11, 2017 X I Consent Agenda I I Old Business I I New Business I I Legal I I Information Only I I C B AGENDA ITEM: VIII.F. SUBJECT: Approval of R & C Hotels Corporation for Commercial Facade Improvement Grant Program for Stay Inn Motels SUMMARY: The Commercial Facade Improvement Grant provides assistance to facilitate the exterior improvement of existing commercial properties within the Boynton Beach Community Redevelopment Agency District. R & C Hotels Corporation operates Stay Inn Motels located at 614 NE 8th Ave, Boynton Beach, FL 33435. They are applying for reimbursement for new impact windows which are eligible under the grant terms. See attached invoices totaling $27,900. The Commercial Facade Improvement Grant Program provides a 50% reimbursement of the applicant's expenditures for the eligible improvements up to a maximum grant total of $25,000. If approved, the applicant is entitled to $13,950 in reimbursable funds. The Commercial Facade Improvement Grant is reimbursable once the proper reimbursement documentation is submitted to CRA staff. FISCAL IMPACT: $13,950 — Project Fund 02-58400-444 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Approve the Commercial Facade Improvement Grant not to exceed $13,950 to R & C Hotels Corporation for the property located at 614 NE 8th Ave, Boynton Beach, FL 33435. Michael Simon, Interim Executive Director TP RA October 1, 2016 - September 30, 2017 RFc4lz1V Fp 800 'AfrON 8�C H BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY �CRA COMMERCIAL FA9ADE IMPROVEMENT GRANT PROGRAM p00 ON) Program Rules & Requirements The Commercial Fagade Improvement Grant Program is designed to help facilitate the exterior Improvement of existing commardel properties within the Boynton Beach Community Redevelopment Agency ('CRA') District by providing matching, reimbursable grgnts to property owners and tenants who expend private sector funds on projects that result In more visually appealing commercial propertles. Projects that enhance commercial property within the CRA Mahict may qualify fior reimbursement of up to 50% of the applicant's protect budget (up to 526,000) fbr approved exterior Improvement projects. Applicants are encouraged to We advantage of the Clty of Boynton Bead's PACE Program to help defer the cost of Installing energy efficient Hems above. lnkwnadon regarding the PACE Program Is available on One at httD:#www.bovnton-beach.oroW2:gMW2@oe croaram oho or by contacting the City at 681-742.8087. Attached Is the ReNew PACE Eligible Product List. INCENTIVE FUNDING The purpose of the program is to encourage commercial property owners to upgrade their properties by Improving the external appearance of their business and to encourage businesses to Invest In their operations. The result will halt deterioration, steblll;oe property values, Improve/upgrade appearance of the area and facilitate and encourage redevelopment acd ty In the target area. Through the Commensal Fagede Improvement Grant Program, CRA will provide, ort a relrp gw ent beds, a 50% matching grant fbr eligible fagade Improvements, up to a total of twenty five thousand dollars ($26.ODO� By submitting an application the Applicant admowledges that the grant reimbursement program Is In place to further the goals and objectives of the CRA and that the CRA Board reserves the right to approve or deny any application under the grant program and to discontinue payments at any time If, In Its sole and absolute discretion, lt determines that the business will not advance the goals and objectives established for the redevelopment of the CRA District. Eligibility Requirements Eligible Improvements for this program Include: • Painting • Shutters • AwnWKWcanopies Pao 1 of a 710 WoM Federal Hf bwW, Boyden Bw ok FL 33433 - Phow 561-7373236 Fwt $61-737-3258 oMIM-i z Decorative exterior fagede Improvements Exterior doorefwlndows Landscaping around the building Inigatlon Parking lot re -paving, resealing, re-Wping • Exterlor fighting Patio or deft connected to the building Exterior wail repairs (e.g. show brick or wood repairs and replacement) -ADA Improvements !° $bnap Fencing (exduding : chain link, barbed wire, and wood panels) Demolition of structure and (re)eoddkV of vacant property Electric vehicle cheging station -See Attached Renew PACE Eligible Product List - highlighted • Solar electricity and water heating -See Attached Renew PACE Eligible Product Ust- hlghlighted In addition, the following rules are applicable to this program: 1. The program Is available only for properties located within the CRA District. Nobs: See attached CRA District Map. 2. Facade improvernents must be consletsnt with the CRA's Design Guidelines. Nods: CRA Design Gulasllnes are avalabla on the CRA webelte hth)AMm.catchhurdQn.com 3. The program Is for commercial properties and businesses only. Commercial businesses must be properly Ilaensed with the City and County. Nom pra t uses and nesidentlaly zoned properties (Including multi-tamlly units, apartment buldinps and duplexes) are NOT eilptbW The property owner must be the applicant. However, If the property Is c uffently teased to a tier*K then the Application and Agreement must be Jointly moecuted by both the owner and the tenant. 4. All work MW be done In compliance with applicable City of Boynton Beach Building Cods and Land Development Regulations. All oontrsclors M10 be loensed In Boynton BeachlPalm Beach Courtly. Please contact the City of Boynton Beach Development Department regarding the proposed work to be parliomted prior to submittthp a fegade grunt application. 5. Grant funding amounts will be based on the applicant's project budget specked at the tune of the CRA approval. Pop 2of$ 710 Nor& Fedio d HWnn3r, Boynton Bawk. n 33495 - rnow 561-737-M Fkx 3617378 orrm4m 5. Project Items completed and Pell for more than CRA Board are not eligible for reimbursement under t{60rant ys prior to grant approval by the A program, sterns completed and POW for by the applicant prior to CRA Board approval denied at the CRA Board's sole dlecretfon If the CRA g ri determines the Improvements am not consistent with the CRA's Design Guidelines. 7 The applicant must complete the fa de Improvement within 120 d of the project and submit for reimbursement grant award. For projects requiring a Perynk, COMPWon and submittal for reimbursement must occur within 120 days of the CRA's sole discretion, the CRA m Issuance d of the project permit. At the may grant, 30 day adminlstrative wdenslon for good cause. Fallure to complete the fagade Improvements within the time limit will result In a denial of funding. grant 5. Grant funds will be reimbursed exclusively for approved work and approved change orders. nders. g. The Commerdal Fagade imPwvement Grans ProQnsm May on be Year period for any one property. Properties may reBPP>Y %r additional granted ones me any In atin fter five years from previous grant approval. t1q In order f° quaJlfjr for the grant. the sublae nm..*., 0 Party, the grant -will not - - wrnFNew sensractlon of the lien. - -- APPOCation and CRA Board approval of this Qrarrt Is for fundi fundin8 is N07" approval of any type of C"y P I MWIn® only. butt not limited to, CRA grant site plan modification.AppUr�t moat apply for Permits and site � permits and appropriate dePar'trrrents at the City. Ail commerolel projects pian modlt�don through the modMprtlon r+evlews, h is P jects require pew and site plan approvals. responslblllty of the Applicant to obtain a!1necewary Clty Il. APPLICATION PROCESS APPllcetiOnS can be obtained from the CRA of k. Beach, Florida 33435 or downloaded from located at 710 North Federal Highway. Boynton meetWithCRA staff In order to determine eligibility befiora submitting applicants are required to requests will not be coneldsrred untH all required docurmentrstbn is submitted to the � ��Funding The CRA WM administer the Commsrdal Fagde lm addition to the appropriate C of Prov�sment Grant Program and funding. in to determine the su�tisfactory comple�tio a work. lidlnQ Inspections, the CRA wlH P the work 71 O Nm& Fedaad H4*vay, BoynbwP'p 3 of 8 FL 33435 -Phone 561-737_3256 Fax 561.737-3238 elan-�WWW. WbemwDA&M [-UK= MWOOPMOR49W ',q� �opo� �4VoL� OIL 86MLEL-199=,I9SZE`Lwt9s - SMC �H UMWAU TAM PeNomm a. v 49" joftd PUWINW IOU *A -Wq- ,o .pegeldujoo ag of q4 4 Al slssodOJd w n; u.,ul P19d.' PwNsw uo" SMN ma (*�M D"L* ll pull wepddro Jill Wck4 euAQ jo souepina olggdwm J0440 JO s4dl 1 'seolonul 9930ONd J.N3 i3SUWWM '111 '0009-241- Log# WW suc 4d '9£4££ 1d '40M ua4u� ,.� �og� L� A11'JpeouPejo�e�j "ogs�e4JL* Wpftdde eta of PgiP�o pus X00 04 p •(petpop) uuod luswetipWAwW ,003 ilu+jod k0a ,(Po4 o, �� Idea Wmdge�nea T duluusld 400 '£L '(per) tum 9M 'at .use peu®is pus peWdwoo ' L 6 viopgwg& W s 19e1dw$s lepel9W '9dM3 Jollo�olw`"'�(a+d 'o6 ofgeopdde 'euoR�llpods IHpe4e o d "InIme '8 sjolao tw uomp eBe S '® olgo�liddo P P000d w .$mW ollgndr WPW pn tw,/ 40p4m loolwd ata jo WWW r AM r9 x .£ (4) JM jo tjn'1uqunV u '® pmojdds wwd jo oAW 06 UW enp of :K"M 1wjed oulWoq e4 #o Adoo s ,uop"ldds WW15 eta pd u°leelwgns 04 Jopd Jol p"dds useq Lou ON pAued e4 a -49ow o � e418 Adoo 11 $,*cad edsoopuol J4 pMl pJsld J elgeopdda a o susid ,9 (e14 9000140 MOD 't p"a 4A M oo Pia pa joJd SausoWs as uI PeBloede se (s)a�uoo P s W04 N � �e(oad M }o pw lqq s eppao }enol 841 .LumownWqu &*Be" of lusadde " 4q" Joel olsoo pe(cud bs Jail pew 4 •itliWwd ma 04 SuoP Qq c4 e4ueweAOxkul 04l ijupjosep p apng Pad P WMP U6WM i :uope4uewnoop Oulaw4o4 era eP p l pn .SPK pe�naes-`exuco-p� s uo tp,* su do P`Njm 4. ppulapo us 4lujgns ;snw quwpddrl J04 �a o44 03 olel1A4m Us "Pimm vwo 9m 10 uope"slp e1g 041 le of pulPund 'OUIPW410 eWMBna 9 lou el wluoojd WBJ9 014101 uopeoliddtl The only forms of cash payments that are acceptable as evidence of payment are cashier's checks and bank transfers. A copy of the cashier's check to the payee must be provided as proof of payment. If payment is being made by a bank transfer, a copy of the statement from both payer and payee showing the transaction and/or a copy of the small/text verification from both parties. 2. A "final release of lien" signed by each licensed contractor. See attached Sample of Final Release of Lien form. 3. Proof that the work has been approved by the City of Boynton Beach Building Department. 4. CRA has received coples of final Inspection approvals for all work that requires a permit. 5. Entire scope of work for eligible Items Is completed. S. Applicant provides "after' photos. The Boynton Beach CRA Is a public agency and Is governed by the "Florida Public Records Imo' under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be subject to production by the CRA upon receipt of a public records request, subject to any exemptions provided by FkxWa Law. the 'ap lim-M to REA VAND" 40TICE TO THIRD PARTIES: The grant application program does not create any rights for any ,parties, Including parties that performed work on. the project. Nor shall Issuance of a grant result In any obligation on the party of the CRA to any third party. The CRA Is not required to verify that entitles that have contracted wlth the Applicant have been paid in full, or that such entitles have paid any subcon iractora in full. Applicant's warranty that all bills n * tad to the Projed for which Applicant Is directly responsible Is sufficient assuranoe for the CRA to award grant funding. Pap 5of8 710 Na& Federal Womy, Haynion Basch, FL 33433 -Phone 361-737.3256 Fax 561-737-3233 oomena APPLICANT INFORMATION Name of Property Owner: 41- ha"__!' Email Address: Address of Property Owner-614._UE ,AYet?ILt�. clty — /State: i� Y Jn�2:L��i+cL{..� �� � � code: Phone #Day: _I,b.(J- � �-a Everrlrg: 1-k Legal desmon of the property to be unproved: Nemo of Tenant _ If Different frau jA, Property Owner Email Address: nervi n 3oS�C„ail. cern Name of Suslneee: _ _ iu�.= _&�_ c" Property Address: ��;"ML t) Whom Improvements are bating made.ckmtaw nt ----- -- Zip Cod« Phone # Day.— Evening: Type of Business: --- Years of Operation: --- Number of Annual Employees: --�– Payrol:��— Number of Employees resiling in Boynton Beady Pie 6 of 8 710 NorthFelon! Hi*=7. Baynton Ba IN FL 33433 -Pbme 561-737-3256 Pa 561-737,U58 58 a RIM4 J (PMP** Owmes &V mhm ~be rwhLokof) (Date Property owner ) Property owner _- _ (Deb) STATE OF COUNTY OF BEFORE ME, an office * authorised by law to administer oaths and take ad nowledgements. personally appeared ,���44 PA i4--1 - who Is personal y known to me or produced _ F4. LYfia c--► "sntifloatbn. and admowledged he/she exemited the foregoing Agr9emem t for entloned In It and that the Instrument is his/her act and deed. use and purposes IN WITNESS OF THE FOREGOING, I have set mfr hand and official seal In the Slats and County afbreeald on thisA, day of 20-L2. NOTARY PUBLIC My Common Explres: _____ _ j�l�/��r` �"'�"'�,• L 4� � •� i Of 1Ay Comm November 2, 2018 FF 173866 0, OF FLS P4a 7 of 8 714 Nail Federal HWnmy, Boynton Besob6 FL 33433 --Phone 361-737-3236 Fix $61-737.3258 oM1r»a vvww&§9bbQ3M A= (TWM*Bus/neaa owner's dare moat be rroteriaedj STATE OF FLORIDA COUW7'1f OF —11�'��%dkY6b�-� TenantMuslnass Owner (Date) TenantlBushm Owner (Date) BEFORE ME, an officer duly authorized by law to take acknowledgements, personally appeared pdiWnkftr ic�..� who Is personally known to me or produced `2- ri�gz--_=t_x as Identification, and edcnowledgad he/she executed the tbm oing Agmement !or the use and purposes mentioned In It and that the Insbumert Is hlelher act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and otfidal seal In ft State and skmwald on this _ _ day of t *Aa4d�- 0 20J7. NOTARY PUBLIC fig � goy• Nly Commisslon Ekpkm: - - -- -- �F�o� 1V - a k6`Y.4�'y''• FF Haase ��•. t/m*� Peke 8 of 8 710 North Federal Higvay, BoyWm Baron, FL 33435 -Pbaw 561-737-3256 Fu 561-737,3258 WWW Cram -1 4/5/2017 PAPA Maps --m— si Search by Owner, Address or Parcel �issi O� View Properly Record Property detail LAcatlon 614 NE STH AVE Municipahty BOYNTON BEACH Parcel No. 084 14111110011190 }}} $ubdlWslon LAKE ADD TO BOYNTON Book 23360 Page 1397 Sale Date JUN -2009 614 NE 8TH AVE Mailing Address BOYNTONBEACH FL 33435 32 33435 3206 Use Type 3900 MOTEL Total 7792 59uare Feet Saks Information S.W Data Price JUN 2009 780000 OCT200710 APR. 1990 525000 'DEC -1986 475000 Appraisals Tax Year 2016 Assessed/Taxable values Tax Year 2016 Assessed Value S478,268 Exemption Amount $0 Taxable Value $478,268 Taxes Tax Year 2016 Ad Vabrem 510.547 Non Ad Valor— $ 3,300 Twat tax $13,847 http://maps.co.palm-beach.fl.us/cwgis/papa.htmI?gvalue=08434521320050190 1/1 'WARNING TO OWNER: YOUR FAILURE TO RECORD A NOTICE OF COMMENCEMENT MAY CITY OF BOYNTON BEA RESULT IN YOUR PAYING TW E FOR BUILDING DM310N IMPROVEMENTS TO YOUR PROPERTY. A NOTICE OF COMMENCEMENT MUST BE RECORDED AND POSTED JOB SITE BEFORE THE FIRST INSPECTION. IF YOU INTEND TO FINANCING, CONSULT WITH YOUR LENDER OR AN ATTORNEY RECORDING YOUR NOTICE OF COMMENCEMENT." B P 4 0 0 L 9. 0 Date Applied: IN Applltiti �:': ><.Fi E Prepared 13y:ES1Fi RICTia'isl1:. weGDRDS PTEMS.t o MY, w,�a Date Issued: CIES" RV Permit Type: PIN 2042653 537515 DOOR / WINDOW REPLACEMEN INSPECTIONS ARE REQUIRED: SEE -BACK _ OF PEF City I Ranpe Twnshp. Section ( Sub Divlslo 08 43 45 21 32 Property Address 614 NE 8TH AVE Subdividon Mame - - - - ;H ON THE OBTAIN BEFORE 10/31/16 BY62SHK 12/20/16 Permit No: 1600004385 ARD FOR REQUIRED INSPECTION. Block Lot PlsffBooklPps 005 1 01901 zoning Reviewed By - - - - - � SMK Leel Address :LAKE ADD TO BOYNTON LT 19 TO Owners Nsrne/Addrourrelspimme ( Contractees NsmefAddressfLlcenefTelephons -- R 8 C HOTELS CORP A CHRISTIAN GLASS b MIRROR 614 NE 8TH AVE 925 S. CONGRESS AVE BOYNTON BEACH FL 33435-3206 DELRAY BEACH FL 33445 561 278-3385 PBC ;1 15888 Additional Description -- _'_CiensraYMchlbd_1En I'mm ---- REMOVE AND REPLACE 41 WINDOWS AND RFMnVF AND JLLLI ACF Q.QjtS WI Construction � BFE _ F'FE—_ -� FLZ - - --- Occupancy Sq. FL -- - VeIwtlon i Improvernents-- 27,900BOOR/HINDOw REPLACEMENT -- schedule of Fess _ _ * THIS PERMIT FEE IS NOT REFUNDABLE PAID 641.70 DATE- 10/31/16 RECEIPT#- 0033295 OTHER FEES: TYPE. DBPR BLDG CODE ADM 8 INS TYPE- DEPT COMMUN AFFAIRS SDRC TYPE- FIRE AND LIFE SAFETY FEE TYPE- GREEN BUILDING FEE TYPE- PLANNING 8 ZONING REVIEW 8305441 000001607 9.63 WINDOW b DOOR INSTALLATION AFFID 9.63 REQ'D AT FINAL INSP 35.00 October 31. 2016 9:33:55 AM byb 13.95 NOC NEEDED BEFORE INSPECTION 22.43 December 7, 2016 12:01:06 PM by AUTHORIZED SIGNATURE NOTICE: CALL 742-6355 FOR INSPECTIONS 24 HOURS Ih ADVANCE (BEFORE 4:00 P.M.) _ TWO PERMIT SHALL BECOME NULL AND VOID UNL198 THE WORK AUTHORE31D 18 CO MEM VATHIN ONE _HUNDRED AND EKWIT (IN) DAYa AFTER {dSUANCI OR (F THE YORK AURHORIZED HAS NOT RECEIVED AHAPPtiOVEDCTISN�OD OF ONE HUNDRED AND E tFfiY i100; DA1fs. _ Ary change In kxMk g piens or spednoaliona mual be recorded with this aAica. Any work not oawreo abwm. must love a valid pwmti prior to stob g. in mrsidwatbn of the grerOV of this permit, Un owner and bulkier some to araot #6 structure In hill oorpisncs wC Bo lh 1 and Zor" Coon of the City of Saynion Bead%, F7orios. TMs pamdt fee is not rehndabie. E:IM trrtdwpround MUGh 5200 Elco wa1 rough3600 -- Foots bond urn 1100 5140 FIII In pmgnm 7150 -Pool rich bond 5100 ;Pool sled band_ — _ Lbke ounvationLamptnpm*graft 'Tamp polo - 8700 V;odI 7160 1760 (pavkv Anal 7909 corm 1090 Pipe bwW1 7440 1110 Pipe by" 7400 - Fbwvm 1600 SKscrowdPdutbnaontrol lOubgsdahock _. _.. ---- 7100 1010 73W ftwwsw 1020 Swale 7980 _ Frwnft 1800 - - - -Fin Frerdrp & ww 1700 slam Ilial 9899 Imo* 1740 Fir afar mough 9000 LalFmlaiu000 1500 Farr Ww v power 9900 -- - — Pool deck 1620 Fie Mal 9999 Pani sbd* 1800 -- - -- - -- - Fir gn Aral 9299 RW dads 1420 Ffn pmw mWh 9200 Roof *e 1490 Fir p s undwgmwW9100 Roofn * ky 1410 Rep nwabr tial — _ 9269 Roof _. In progrraa 1470 Fka hood kW --- - 9699-- alrmd tang_ 1450 Fir hood rough 9800 Roof on to kdow _ 1460 Fir LP bank 9201 Roof truce 8 strap 1400 Fie promm fast 9902 �Shsa#Admpltrun 1450 F1A pc+np t 1 - 9499 -- (dewaik farm 1050 Re apAnkW Aral - _-- 9099 - b form* 1090 Fko amoloa bat 9700 4t wa1 pond 1200 Fie a Mdw rgh imbrral 9801 Oar N -down 1900 Flys op **Ior rph undogrocnd 9900 cell shaa9inp 1810 Fir sup xndon And 9899 -books 1720 'Ilkg t _ Gn Anal 6999 arty pow.r 3900 Gas LP tank -- 6900 --- Ow oe tro rough 8600 Clay rmgh - 6200 _ IEiro Ilnal 3966 oae undwgrmNW 5100 rou h 3400 n'Y _ _ service dmngs 8800 dadimQl�rtrbbirmp-_ _ _ _ 8m0 _ deb 5800 Larmdaoups Oral -_ _ - 8999 E:IM trrtdwpround MUGh 5200 Elco wa1 rough3600 -- Foots bond x100 Pool deck bond 5140 Pool IsddsrJhendrd bond 5160 --- -Pool rich bond 5100 ;Pool sled band_ — _ 3150 ----- 'Tamp polo - 8700 pubdon -_ 8100 - _ . _ _ . LWvube 83M - -- lt�til�(LAt 7480 fimai 8969 in Fiat 7066 wWw round — 6100 - ce tmoNsah flnel 6400 ' GWEERINGIn rorfaesr Arg . PkTO *w! kyoLd 7340 mdn dnln - --- - 4899 4996 but 4400 kpmd 4900 .r — 4= nebrpipinp I= ted 4600 - - 4200 REQUIRED DOCUMENTS FOR INSPECTION MUST BE ON-SITE DURING INSPECTION (SUCH AS AFFIDAVITS, CERTIFICATES, REPORTS & SURVEYS) 7320 Brading) 7200 alsenlnp 7480 fral r969 in Fiat 7066 mdn dnln - --- - 4899 4996 but 4400 kpmd 4900 .r — 4= nebrpipinp I= ted 4600 - - 4200 REQUIRED DOCUMENTS FOR INSPECTION MUST BE ON-SITE DURING INSPECTION (SUCH AS AFFIDAVITS, CERTIFICATES, REPORTS & SURVEYS) FF A -CHRISTIAN GLASS 925 S. Congress Ave. Delray Beach, FL.33445 (561) 278-3385 (954) 946-2244 (561) 840-0937 Fax (561) 278-8599 Stay Inn Motel 614 NE 8th Ave. Boynton Beach, FL 33435 561-414-1945 Fax 561-572-2364 ATT: Raj Patel SCOPE OF WORK QUOTED: PROPOSAL #39081715MB August 17th, 2016 1iKVAC-F W1%[)OWS We are pleased to quote the following project; Installation of windows with all new hurricane resistant impact system by Custom Window Systems, consisting of white aluminum frames and laminated Gray Tinted Impact Glass or white interlayer bathrooms. All windows are to be installed as per code with the proper fasteners and caulking necessary. All CWS's windows and doors are with an impressive energy efficiency rating. Energy costs are lowered by the low air infiltration and glazing, that reduces heat transfer between the outside and the inside. The DuPont interlayer with heat treated glass also caries an acoustically insulated feature that reduces outside noise, maintaining your home as the sanctuary you have always envisioned. Plus, laminated glass cuts 99 % of the harmful UV rays that cause fading in your home. All horizontal rollers series 7700 and single hung series 3700. www.cwscc All necessary shop drawings, and product approvals are included. All taxes, deliveries and permits are included. A -Christian Glass takes great care in all of our work, and therefore our window procedures for installation will include; *Installation of 1/4" Elco painted head tap cons, with a minimum of 2 %" as per code. *Installation of poly -urethane caulk bead around the perimeter of the frames. *Seal around the interior perimeter for a finished product *Clean up debris and remove from site. CONTINUED On Page #2 PAGE # 2 Office: (1) Horizontal Rollers @ 48" x 50" (1) Exterior Storefront Door @ 36"x80" (4) Single Hung Window @ 37" x 38" (1) Fixed glass @ apx. 74 x 38 on the top then a sepration then @ 74" x 12" 3/8 Texan and a lockable mail slot to the left side. (1) Horizontal rollers @ 37" x 26" #10: (1) Single Hung Window @ 37" x 26" (1) Single Hung Window @ 30"x60" white obscure interlayer #8: (2) Single Hung Window @ 30" x 60" (1) Single Hing Window @ 19" x 26" white obscure interlayer #7: (2) Single Hung Winnows @ 37"x50" (1) Single Hung Window @ 19" x 26" white obscure interlayer #6: (1) Single Hung Window @ 37"x50" (1) Single Hung Window @ 19" x 26" white obscure interlayer #9: (1) Single Hung Window @ 19" x 26" white obscure interlayer (2) Single Hung Window @ 37"x50" #17: (1) Single Hung Window @ 30"x38" #18: (1) Single Hung Window @ 37"x50" (1) Single Hung Window @ 30"x60" (1) Single Hung Window @ 19" x 26" white obscure interlayer #19: (1) Single Hung Window @ 19" x 26" white obscure interlayer (1) Single Hung Window @ 37"x50" #15: (1) Single Hung Window @ 30"x60" #16: (1) Single Hung Window @ 37"x50" (1) Single Hung Window @ 19" x 26" white obscure interlayer CONTINUED On Page 43 PAGE # 3 #1: (1) Horizontal Roller @ 74"x50" (1) Single Hung Window @.19" x 26" white obscure interlayer #2: (1) Single Hung Window @ 19" x 26" white obscure interlayer (l) Single Hung Window @ 19" x 26" white obscure interlayer (1) Single Hung Window @ 37"x38" #3: (1) Single Hung Window @ 19" x 26" white obscure interlayer (1) Fixed Picture Window @ 26"x24" (1) Single Hung Window @ 37"x38" #5: (1) Single Hung Window @ 37"x50" #4: (1) Single Hung Window @ 37'x50" #12: (1) Single Hung Window @ 37"x50" #20: (2) Single Hung Window @ 37"x50" (1) Single Hung Window @ 19" x 26" white obscure interlayer #21: (2) Horizontal Roller @ 74"x50" (1) Single Hung Window @ 37" x 50" white obscure interlayer #22: (2) Single Hung Window @ 37"x50" #23: (1)Horizontal roller @ 74"x50" INCLUDED: A Windows and Doors to be "Impact Series" and shall be within Miami -Dade NOA compliance Glass to be Gray Laminated Impact and frames to be "Whke" Prices shown, include applicable Florida sales taxes Drywall, stucco and window sill repair is included if needed. Permit Cost is Included at $875.00 CONTINUED On Page #4 PAGE # 4 EXCLUSIONS: Unforeseen structural issues, rotted wood or walls that need to be brought up to current code Window treatments and wall decorations removal. Painting. TOTAL MATERIAL, TAX & INSTALLATION $27,900.00 1'` Deposit: A deposit of 40m/o is required upon execution of this contract. 2id Denosilt: The 2ND deposit of 40a/o will be due with delivery of materials to the job site. Yd Degosit: The final balance of 20% will be due upon completion, exclusive of inspections. Customs Acceptance Title Date All p"ymenb beoome past due TWonty (20) Days Som the involm date. A Lae dwgt of 2% per month will be added to any aocoant belamm peat due. 8 not paid n000rding to amhw beams, it is wood dist the socotint is conide n d dcibxp st Collection owls. lepl Ext insured to collect part due bilis must also be paid. Overdue invoices will be subject to the maximum rale allowed by lav and MU be inured drp km The dirt of the n nim. Collection Fees shall include, but not limited to. attorney fees, collection agency flees and any otber fete homW by A -Christian (ilea in the atJentpt to collect the debt, will be the respmudbility of the cuumner. Any cancellation will be subjected to a minimum of ase plus any inaming expenses. Defeeb and wMee schedule will act be cause for holding End psymeut. 7NI among FNPWW Ry WM Ma,m r Simam and 8aheidt 140 M, 4th Minae, suits A IM 33483 0 Pored two N 09-43-45-21-39-005-0100 N60 �l�I/IM111Mt�'Ilt�tllll� CFX 29004IM54"O OR RX 22369 PO 1397 l800lDM W12U MD lbs= f2 his stub ass"7, fleedde a0R 7N, ML M oao now 4 4i0. M Brea L Btd40M i CIMP?llgiitt 1" 1397 - 39831 120W Warranty i� ed Mik ludmatm% Mede thio dq� of x.:000 AX. BeMeea Tltator Gevtod Pate) Tlttl label, Trertes ai the Thtl]oor Cls►tad Pahl Rrrootbie lMn Trust, dated Sept 2007, ae to u uddhided D2 rinwt, sad u TrrelMe of the S"Ift Thakor Pod g Trust, dated Sep ember 26, 2007, u to an =Mvkied Ill tetatNet, of du CWA* d Pals . ams d llorida , pnuttsr, -d A i C Nobals Corpora y whew oddns �, 614 Q Dth Armco, as Desch, n 39435 ortlu try d Pala Desch of �lorLda, p'aetitete. VvitalM i ma b OIU1MM brow M n d er euo d ------------------------ (j10) -----------------------MI fie sod otter Good end hluble eonddmdlon q ORA Pm by BRAI'tJM tln no* wbwW Is herby @*ww dp d. Yr tt4 bid and eofd b tlo mldORANTit66 !t+Mtn. ■hereon ad toce.vr, dIe bibwlee drabld Ind dmra bft Ind bNoe k tte Q VV of 961M Dia feoe ofD'laiida b wR Lot 10, 20, 21 sad 22, &loot i, LI M A D= MIM TO SOt71l E >rLORM, aooerdinq to the aaap llat thereof as reeosdsd L Plat book 11, pqp 71, togsthae: uLtth that 6.3 loot strip of Lad se abawkw" by Osdiasaoa no. 07-010 smaosded ion O.A. boob 22067, Page 1007, Pt>blLe Oscar" Of Pala Basch COuat3r, Florida. a1mMM TO Cvvaoltlrra, MRsaxYa<'!It n, Mmerza" MW su mminins or Meam, VALID ZMM CMUM IMUS, Atm Mai aMMWIIc" To oMtDD M 311 2001. od tM Wtor doe.lonby thlb wo tho tole w rW Mid. nd erld debnd tbI wme epblt YnrfW dim. d ell petwr wMnlownr. III Wkaeee Whrreef, the e� er taalgo rn bI hug ad Irl dII dey end y�ft,t ebnva wriUen. sieso4 wake and dtdt"red Is our pewwra: A t C . Printed Itat.et (as to •ash grantor he"La) /tit w" M :9.OdOL*Knit Q+GI. moon 'Rubor i DAW but Tracts of tte TWAW GMM Pmt Rraalbb Lbft !tact, deed 8t Wdw 34 3M. Is a m u dtYlded Irl tatawL sad . Thou d 4e awbo Tbd or PaW Rrmcobk Uvlea Trust, dosed lkpbmberM, 2007. u b en urdvMod M"' . PAM Book23360/Page1397 se.h. Thokor Paul. Tturee of dr Thdoor OovYd Neel Rrmcebk 11viog TmA, dmd x -1 1 26.2M.NWID wdMW IR teareet. end u Tttake of the Bevta Thdmr Purl Rum" Tnrt. dtdsd tkptwibor 26.2007, u b is udvfded ir! Iu rut Page 1 of 2 9FA 1GLorida Palm Beeolt 7bakor a ria 7bdw Petri, Tme m of die Tww Oovlad Pad Revoc" Lift Tari d tad bvtmba X 2007, u w to ded Vl WMV. ibdw Oorhd Pfel aed &ria 7bdw Paool, 7lwoeea of the &MM 7bAw PSW Raroabla LIN detail Eepow6w 26.1007. M m w mdlvWod Ill leiseet wbo to pulow b IMMM to ate or who Mn poduoe i ** Ir dlrltir' a 1! oaww o WeatlAeetbaPrinted 15�: PAWL xGuzy sobiio my Ooemddw mint MWP%Mf Book23360/Page4 398 Page 2 of 2 -r 1. not; 1 0 r n, 40, ffm�� am �,,. _ • M-`- ._meq', M d � rti 4 raw ��•� ' ' .w,.�.F �� L'��''1. ..� ... �: y�As�e�► `{ r e y q i AL ot ♦lk � .A36 - M BOYNTO CRA .'BEACH CRA BOARD MEETING OF: April 11, 2017 X I Consent Agenda I I Old Business 1 1 New Business 1 1 Legal I I Information Only 1 1 CWV AGENDA ITEM: VIII.G. SUBJECT: Approval of Home with Help of Florida, Inc. for Commercial Rent Reimbursement Grant Program SUMMARY: The Commercial Rent Reimbursement Grant provides eligible new or existing businesses with rent payment assistance for a maximum period of twelve months within the first eighteen months of a multi-year lease. Home with Help of Florida is a tenant located at 1220 S. Federal Highway, Boynton Beach, FL 33435. Base rent, as specified in the lease, is $1,800 per month. Home with Help of Florida, Inc. falls under the terms of a Tier II business (as outlined in the grant application). If approved, the applicant is entitled to receive reimbursement for half of its monthly rent or maximum of $900 per month for a 12 month period. The maximum total reimbursement for this business is $10,800. The applicant meets the eligibility requirements under program guidelines and will be reimbursed on a quarterly basis with proof of rent payments. FISCAL IMPACT: $10,800 -- Project Fund 02-58400-444 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Approve the Commercial Rent Reimbursement Grant not to exceed $10,800 to Home with Help of Florida, Inc. for the property located at 1220 S. Federal Highway, Boynton Beach, FL 33435. c�/" /�� � /�� �-�/ /" — _ / f"I /' � Michael Simon, Interim Executive Director BOYNTO iiiiiiiiiiiiiiiiiiiXEACKCRA E3CaYN rON SEAGM COMMUNITY REUEW-l.CiFMIENT tiBf:Nr;Y ('0101VI _MIAL RENi' REIMBURSL-MF Ia°f' F'gOGfZPi�' Program Rules & Requirements Tiis Commercial Rent Reimbursement Program is designed to help facilitate the ssiabIfC imam ofi neer businesses and aid in the expansion of existing businesses within the Boynton each Community Redevelopment Agency (the "CIRW) district. i'he program is d3signwad to provide financial assistance to new and existing businesses in the form of rent reimbursement Intended to help businesses during the critical first year of operation in order to effealtively p; or cote new businesses kvitnin the CRA thereby remedying and preventing condlVoons v&ch lead to slum and blight. The Comrnemisl Remi Reimbursement Program offers financial assistance In the form of quartarly rent reimbursement- The time period of eligibility for assistance is up to six Months prom the issue- nce of the City of Boynton Beach Business Trac Recceipt The Commercial -Rent Reimbursement Program funding may be budgeted annually by the CRA Board and awarded on a first-come, first -serve basis. All applications are subject to CRA Board approval. Making application to the program is NOT a guarantee of funding. ar. Eli&, fy Reguirewr,t4 Applicants mu3t iY1"t &l of the fo0ovAng requirements in order to be considered eligible to receive granHunding: 1. Fuse be located vAthin the CRA District (see atlachW map). Mus �- proWe prW that the business is properly licensed by all necessary levels of gavam, o tent and professional associations or agencies. (Copies of City & County licenses or r-ecaipts that the licenses have been applied for.) 3. A nevi business is defined as a company in operation for less than six months or rslocatiog to Boynton Beach. 4. An exWdng business Is defined as a company that has been in operation within the GRA district for a minimum of two years at the time of application and has at least two yaaa-s remaining on Its existing lease. i MAWS Page I of 11 710 N. Fedeml Higbway Boynton Beach, FL 33435 Phone 561-737-3256 Fox 561.737-3258 t'�t i ....,'�` �u i)...,,i„•,, t: , must expand to occupy more than fifty peroent (50%) of its ci.iria.=1squeae footage size. Verification of this threshold must be provided in the �. �; 1�a:�':i n p c .� e.-Xeeiytions to tilis ru!e may be made at the discretion of the CRA ly IrAng their cuia-e-Wi space. due to redevelopment of the site. consumer report must reflect an acceptable level of financial bi-3 soee discretion of the CRA, as an eligibility requirement for funding. ae the ;,onet,.:lTier report veli be provided to the applicant upon request. ' .:.p -z -m lr; credit. scoro is below 601 are not allgible. If a majodty Of �h Susi :s;:ti P.vr,�a s have credit scares below 601, the business is not eligible. -c'!et ? oJd an axe�ied adults -year lease (tvio year minimum). I41f t9►ist!j-j1Ct,,itxes�e r zip: ijtic: jr i�.,Vnesses are oonsidersd ineligible for assistance under the Commercial Ment E Firearm Sales Conveniem>a Store Religiouss; AffWated Detail Stores Churches ° Pion Profits Tattoo Shops/Body PiercingSWy Art Shops Firmnciat Service (banking & check cashing stores) Take -Out Fob Adult EnterEaenmmt i Liquor Stores Vapor Cigarette, Eleelonic Cigarette, E Cigars Stores Ke-ve Tee Bars Pawn Shape AlcoW and/or Drug Rehabilitation Centem/Houeing :Medical Research Center; /Housing Heir/Nall Uons K Fitnen Cents i=lorrK-ts Any Lee d6termined by the CRA staff or the CRA Board that would not advance the redevelopment of the C districl. Sublettin_ of the property by grant recipient is prohibited. Violation will constitute repayment of CRA. grant funding. 0 rs floc f`oile�vriti ttrs be sublattin : Ali busirne s-ei�stity an v>dh ch the tat a..�.� .ft; .._.�. is ttofi. listed asthe realsfsred ageyL owner, officer or director of said # � w�r; rt aisFs Rt mace of business as the lest a amises_cLf the rwt;t nira ciia:ai�>,ed a bttsIness lax license from the Citic of Boynton Beach Vii!'. 4t+ _ t ��:S }i ail' rPgiiLed iyvi i1SQ9 Or s1tt rt ther8of. -- _ lNtlsle s Page 2 of 11 710 N. Federal Highway Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 r wwxatchboocoom t, ss ach tier consists sof different types of businesses that am and ii� ein,. )- ,vt a! ;' .irding available to the business.. irer (;ne bil viesS (halt Sti-lice Restaurants Only) �r One Businesses are eligible for up to half (50%) of the business's base monthly rent or $1,250 per month, whichever is less. (Ma)imum amount of the grant Is $15,000.) Only full set -vice restaurants with a minimum total e -acing capacity of 50 seats are eligible. Yhs restaurant must have hours conducive for ffie redevelopment of the downtown. Operating hours include but are not limited to 12:00 p.m. — 9o00 p.m. ice= Iwo f?►rsines5e� Tiel' T °pro Businesses are eligible for up to half (50%) of the business's base monthly rent or $900 per month, whichever is less. (Maximum amount of the grant is $10,500.) Tier Two Businesses must be one of the following types of businesses: Restaurants with total seating capacity under 50 Gourmet Food Worket Saker y w Sed and Breakfast Clothing Boutique - clothing, shoes & accessories Home 176cor/Design - home furnishings, art galleries, kitchen wares Spsc laKy Businesses - stwWriery, gifts, sporting goods Medicai Offices yaw Offices s. Real Estate U ices Insurance Offices Accounting Offices Maiketing Office Applicant. roust be tenant and have a proposed or executed multi-year lease (two year minimum). The commercial lease must define the landlord -tenant relationship and at minimum provide the following Information: A description of the space being rented including square footage and a dray ng of the space. Description of utilities that are the tenant's responsUlfty. jtlnklals Page 3 of 11 710 N. Federal Highmy Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 www.catchbovnton, oom slang with terms c& laare and methodology fey; i➢.:ture :�rii +n�,r�,�ases. �vLsp ;:iib:e party for Interior and exterior repairs and/or improvements, Insuranca requirements. ,):titer to terminate. }:s + t�erreQ of deiauli on the lease. Rent reimbuatsments wli, not be paid until all construction has ended, City and County licar9ses are obtelned and he business in open for operation. `"`he CRA vtill issue reimbursement on a quarterly iasis directly to the applicant for the rinonthl�- rent payment made to the Landlord upon receipt and verification that the payment has been cleared by the bank. The responsibility for all rental payments is between the contracted parties to the lease, as such ft tenant and the landlord. As grantor, the CRA neither bears nor accepts any responsibliify for payment of rent- at any time, nor penalties Incumed for the late arrival of paynnerits by any party. The Coi-nmeeeclal Rent Reimbursement program may only be used one time by any one specific business entity or business owner. e`he CRA reserves the right to approve or deny any Commercial Rent Reimbursement I'Irogmn ,application and to discontinue payments at any time N In Its sole and absolute d?scretion if determines that the business will not advance the goals and objectives established for the economic development of the CRA District. The, receipt of past payments is not a guarantee of Mure payments. adLl.; *:s rur Ai,Approval -I 1ppshv.atlon process All appNcanta ars simngly ancouraged to meet vAth CRH staff In order to determine eligibility bafore submitting an application. Funding requests will not be considered until all required docuinsntation is submitted to the CRA office, Application packets must Include the following docurn` 'Ion: A nonrefundable fee of $100.00 is required to obtain a consumer report on the bush nese and pdnclpaVownem of the business. Make check payable to: 3oyrdooi 3aech CRA Complstted end signed application. Completed. and signed Authorization to Perform Credit Check for the business and each principal/owner of the business (forms attached to the application multiple forms �Iay be needed for principal/owners of the business). rn� Page 4 of I I 710 N. Federal Highway Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 •,w,vWxa1ghboWnLn_. Com BSZ£-LEL-19S x8d 95ZE-L£L-199 auow Sm£'Ia Nowa uoWog ,(Rmgg!H fuvga `lai OIL II3oS,3ftd 0 ,tsenb= ad lu9masrnclggN lelIlul ata Otlhio,11% � aeq%-)o pue � AInf Ipciy eP;;anuar oto auwgiI3q japunb elgmIdde Wou aul jo ha s evit jo sAep (OL) uai mgm epeov eq 11 q- laoLi-3J t;oe pmngwlaa eq IIIM sjuawhed juaJ AiL4uotu 8AIY esuoo Q 6) enlev4 jo wnwix-etas 4e - .`c unit? p-motj VM0 of juenbesgns uogtgaado X4 Uado sl ssaulsnq ate 41voLL, ; °; ate lu°l6aq slseq Apapanb a uo jueldvasu '4ueA eta cq pepinaud eq Illi► s;ueuMad juewea►ngwlw .1ve,j sluatuAeei juawasanqunaN joaN Alaalieno i�iac�.t��tt�t�tuta�,ct,:o: �-:inpa^fni� "•j!1 1�1ea 64110 '6u!jl M ul leluep ao Ienoidde jo J:asallddv atlj,c4gou lily 4%S .{ in, '`:�raa �` id, o; 14 �• „�4-•-, �: 9AV4 413w (Jaeog v%do all suol;senb ague nme-je of JOPUG t`4 lauezja juenjIdds a�q 1egj pepuewwom sl j! °gaol~ VNC) e41. al. aleLll; Gut!) PUB e4sp 94j jo pepou aq 11p lutsolldcN 'Wow Ll"jeq eu ATIS;!m� pu�d aLp uo WOW Pie% VVO eq.,, °IeAoedde ,oi paeoq VZqo a4+ m Illm.es v%do 'pegwgns utyeq sell ugjsju9wnoop paj;nboi ile ;_Nue a dtitilae.® tsallbaa BUIP011410 #Y :itrddV °e+l$ 84t jo juewdcganapat al enp aaeds quauno qeu6 :ar & �� �� N 94}11 PROS VU0 "10 uolj M!P 941 ja epaw or, Am 9,11v a. , °eKPOMe ate UOIJW l L130 10 86ea00,1 ajanbs duluillno 3: °qjd .:,1 -FA i papino d eq lienor Pla4MtR 804; 10 uoljvVLt9A U S1 jo (%CIS) juaoJed A4g. ump s oLu Adn000 ole pus -.&e Ism 11 °lob'"i�e� eLll! u!4jjM Bulpuvdxe si 'P.MCI VHO e4j u14 pezeooi 'swtwlsnq NA', !:� : ur tc °elnpa4m fleem pate a6m ►tad'smIN°INr�aas� suollised juaaana pe jo jell a oWotd Isesseutanq Ougslxa Sod •einl ^,:�.) Av-,ppa. i3tte 96uc a AZ?d OuIRnpul pavi.1 nue naAea."j aq a": zrjor jo jC.n °s�a�tie�•� Neu a 10 saeuMO/sledloupd eta Jo} sutnjao a sY leuosaed 10 saae�; (z) '(Aluo sessoulsnR Bol XID J io .'"+,1 qq .Wmeeido aseel jupeunuoo JSS-ljituu o and ao °�!jua ssaulsnq Bet!►ildde ay#Jo� ejt.4;, ,^; t;:�•� °sseulmiq st:~gjo Jet,�lc/j USSUU11014 0,814VIAV ug P °MUG011 cul A". J ~fai+it? rar:'i clus, -fer=al r,3nt reimbursement the grant applicant must submit the back of cancelled rami check_ fpr or proof of diract deposit). f 1PA.ILCU1 d t%.at ."gultirt Its :ivarteriv rt-? Iilbturseti ono rL� k,Wst AtC9iat thiri�� ��i�iiYttdY.. fioustil :ti wio of yhegLialt 't in v)h.�ici. rldit r!ques8i L, i rtxr r � � rt ��itiC��ttt fi�fif�tat r�that, ft.�r#+�r`s r�irti�fauc �j,�e���,; v.!''t �#a� F °�vr1, W-nduci a Ots visit before reimbursement payments bagin in order to verify that ,i;!a bcbiiess is lin operatio.d. Staff may also conduct unannWnced site Asits periodically in :°.r,Acr zo ensure compllaicce 01:h Jie terms of the grant agreement. ;tE, . e: ft i'?t o' ;rasa payments is no guaran=tee of future payments. The CRAi retains the right aL*. . i1rzui? i ueIrnbuisement payments ai any time according to Its sole and absolute h.,1 et l r,-% &)vnion Eeach Usama is a public agency and is governad by the "Florida Public Records Law" under FiuHde Std to Statutes, Chapter 119. Any documents provided by the Applicant(s) r,Iay ba. subject to production by the CRA upon receipt of a public records request, subject to F,)y ex.arrptiMs provided by Florida Law. tSUSWIISSIONY C4 AN APPLICATION IS N07 A GUARANL i rL- r-`UI4DIr---f, It is the res=ponsibility of tine applicant to READ AND UNDERSTAND all aspects of the G ant Progra rn's equirements and Applk n. Pogo 6 of 13 7; 0 N. Federal Highway Boynton Beach, FL 33435 ?hone 561-737-3256 Fax 561-737-3258 APPLICANT INF-ORMAIRIN (Use Additional Shapts it Necessary) -, �! t• �(I;fi�� It if`•` -i �.::..._.. i�..�.�� _ Currsni Business Address: Website: Existi:tg Bv3iness: Yes No Number of years in existence:_ y. E!usinass to Boynton Beech: Yes---- WOLV 11ms at Current Location: Do you have an oxecuted lease agreement: lies )0 too If so, monthiy base rent. 'r .:,4!'li7 CMh +fct): Squa:e footage of existing location v Square footage of new location 5173 "5J® _ ijiv'i; e;- of E.Inp;o;e-c:,�: __. Floors of "�'�'=h 4 :, s ly! % �4.Et X�1i;? Ist�s:�tsi.+ . • :lL.`&is i-aw bg CufrentAddnns. IL Page ? of 11 710 N. Federal Hiigbmy Boynton Bosch, FL 33433 Phone 561-737-3256 FwL 561-737-3258 A {1 Currant Address: 4. Principa!/Ovmer Name: - date of Birth: Landlord Mame:. Are you applying for grant assistance under any other program offered by the CFA (Tier One Businessas only): if yes, what additional programs are you aping for: P.m you receiving grant assistance from any other governmental agencies: If yes, list any additional grant sources and amounts: Page 8 of 11 710 N. FedcW M&way Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-735-3258 ww w.catchboYnton.coni i. the zn:1c3;-slgriad, applicalr (s) certify that all information presented in No application, and sit of the h`umintior furnished in support of the application, is given for the purpose of obtaining a grant under V :3t:ynt.zn Soac'r► Conimun ty Redevelopment Agency Commercial Remi Reimbursement Program, on"'; is 'Vua =nrxi ca 3Sple,.e to the besi of the applicant(s) knowledge and belief. The appll nt(s) the, he,' 7e is aware of the fact that he/she can be penalized by fine and/or raldnr falve stE.emenas or pressrrting false information. S -Ad ih,;M i'43 a;ppiication Is not a guarantee of grant assistance. Should my application be s� < :, : ;+n0afstaand that the CRA may at its sole discretion discontinue rent reimbursement ; ::: < ► s 4�i s,;i, ti►:,e In I,;,.$ Bola and absolute daterminailon It feels such assistance no longer meets :s V.a;rgranl ciiltsrlu os i r,:3 IotW benefiting the furtherance of the CRA mission. any rights under the pi-Wacy and confidentiality, provision act, and gine my consent to i!C Soyr t rk Beach Cornmunit;° Redevelopmant PQency, Its agents and contractors to examine any information given herein. I further grant permission, and authorize any bank, employer or o.. privale agency to discirme information deemed necessary to complete this application. give par:;ilssiun to t;+e CRA or its agents to take photos of myself and business to be used to the pro6rarn. I understand that if this application and the information furnished in support of the application are found to be incomplete, it vAll not be processed. Nage Q of 11 710 N. Federal Highway Boynton Beach, FL 33435 Fhonc 561-737-3256 Fax 561737-3258 4/5/2017 PAPA Maps httpi//m aps.co.pal m-beach.fl.us/cwgi s/papa.htm I?gval ue=08434527510061010# 1 /1 Commercial Lease Agreement for office space: 1220 South Federal Highway, Boynton Beach, FL 33435 This Commercial Lease Agreement ("Lease") is made and effective January 1", 2017, by and between Michele Aftrkas ("Landlord") and Home With Help of Florida, Inc. ("Tenant"]. ollodlord is the owner of the property and improvements commonly known and numbered and legally described as ws: 1220 South Federal Highway (also known as unit 1010 and/or unit 101, but no unit number is needed as there is no other units at the designated address), Boynton Beach, FL 33435. Landlord makes available for lease the property designated as office space known as 1220 South Federal Highway, Boynton Beach, FL 33435 and located in the Colonial Center Office Complex (the "Leased Premises"). Landlord desires to lease the Leased Premises to Tenant, and Tenant desires to lease the Leased Premises from Landlord for the term, at the rental and upon the covenants, conditions and provisions herein set forth. THEREFORE, in consideration of the mutual promises herein, contained and other good and valuable consideration, it is agreed: 1. Term. A. Landlord hereby leases the Leased Premises to Tenant, and Tenant hereby leases the same from Landlord, for an "Initial Term" beginning January 1", 2017 and ending December 31'. 2018. Landlord shall use its best efforts to give Tenant possession as nearly as possible at the beginning of the Lease term. if Landlord is unable to timely provide the Leased Premises, rent shall abate for the period of delay. Tenant shall make no other claim against Landlord for any such delay. B. Tenant may renew the Lease for one extended term of 1 (one) year. Tenant shall exercise such renewal option, if at all, by giving written notice to Landlord not less than ninety (90) days prior to the expiration of the Initial Term. The renewal term shall be at the rental set forth below and otherwise upon the same convenants, conditions and provisions as provided in this Lease. 2. Rental. A. Tenant shall pay rent to Landlord during the Initial Term rental of•2 (two) years, payable in installments of $1800.00 per month. Each installment payment shall be due in advance on the first day of each calendar month during the lease term to Landlord at address noted at the end of the lease or at such other place designated by written notice from Landlord or Tenant. The rental payment amount for any partial calendar months included in the lease term shall be prorated on a daily basis. Landlord is waiving the "Security Deposit" •at this time but reserves the right to request a security deposit equal to 1 (one) month's rent at any time during the term of this lease. B. The rental for any renewal lease term, if created as permitted under this Lease, shall be increased 3% per year payable in monthly installments, commencing on January 1", 2019 and every January 1" thereafter while the tenant occupies these same premises. 3. Use. Notwithstanding the forgoing, Tenant shall not use the Leased Premises for the purposes of storing, manufacturing or selling any explosives, flammables or other inherently dangerous substance, chemical or device. 4. Sublease and Assignment. Tenant shall have the right without Landlord's consent, to assign this Lease to a corporation with which Tenant may merge or consolidate, to any subsidiary of Tenant, to any corporation under common control with Tenant, or to a purchaser of substantially all of Tenants assets. Except as set forth above, Tenant shall not sublease all or any part of the Leased Premises, or assign this Lease in whole or in part without Landlord's consent, such consent not to be unreasonably withheld or delayed. 5. Repairs. During the Lease term, Tenant shall make, at Tenant's expense, all necessary repairs to the Leased Premises. Repairs shall include such items as routine repairs of floors, walls, ceilings, air conditioning unit:, bathroom (toilet and sink) and other parts of the Leased Premises damaged or worn through normal occupancy, except for the electrical or plumbing systems or the roof, subject to the obligations of the parties otherwise set forth in this Lease. 6. Alterations and Improvements. Tenant, at Tenant's expense, shall have the right following Landlord's consent to remodel, redecorate, and make additions, improvements and replacements of and to all or any part of the Leased Premises from time to time as Tenant may deem desirable, provided the same are made in a workmanlike manner and utilizing good quality materials. Tenant shall have the right to place and install personal property, trade fixtures, equipment and other temporary installations in and upon the Leased Premises, and fasten the same to the premises. All personal property, equipment, machinery, trade fixtures and temporary installations, whether acquired by Tenant at the commencement of the Lease term or placed or installed on the Leased Premises by Tenant thereafter, shall remain Tenant's property free and clear of any claim by Landlord. Tenant shall have the right to remove the same at any time during the term of this Lease provided that any and all damage to the sed Premises caused by such removal shall be repaired by Tenant at Tenant's expense. roperty Taxes. Landlord shall pay, prior to delinquency, all general real estate taxes and installments of special essments coming due during the Lease term on the Leased Premises, and all personal property taxes with respect to Landlord's personal property, if any, on the Leased Premises. Tenant shall be responsible for paying all personal property taxes with respect to Tenant's personal property at the Leased Premises. In the alternative, the taxes and Common Area Maintenance (CAM) expenses will be passed along to the Tenant by the Landlord and the Tenant will be responsible for paying these expenses directly within Thirty (30) days of receipt and providing proof of payment to the Landlord. If late, the Tenant will be responsible for any penalties incurred. 8. Insurance. A. If the Leased Premises or any other part of the building is damaged by fire or other casualty resulting fr any act or negligence of Tenant or any of Tenant's agents, employees or invitees, rent shall not be diminisf or abated while such damages are under repair, and Tenant shall be responsible for the costs of repair not covered by insurance. B. Landlord shall maintain fire and extended coverage insurance on the Leased Premises in such amounts as Landlord shall deem appropriate. Tenant shall be responsible, at its expense, for fire and extended coverage insurance on all of its personal property, including removable trade fixtures, located in the Leased Premises. C. Tenant and Landlord shall, each at their own expense, maintain a policy or policies of comprehensive general liability insurance with respect to the respective activities of each in the Building with the premiums thereon fully paid on or before due date, issued by and binding upon some insurance company approved by Landlord, such insurance to afford minimum protection of not less than $1,000,000 combined single limit coverage of bodily injury, property damage or combination thereof. Landlord shall be listed as an additional insured on Tenant's policy or policies of comprehensive general liability insurance, and Tenant shall provide Landlord with current Certificates of Insurance evidencing Tenant's compliance with this Paragraph. Tenant shall obtain the agreement of Tenant's insurers to notify Landlord that a policy is due to expire at least (10) days prior to such expiration. Landlord shall not be required to maintain insurance against thefts within the Leased Premises or the Building. 9. Utilities. Tenant shall pay all charges for electricity, telephone, cable and other services and utilities used by Tenant on the Leased Premises during the term of this Lease unless otherwise expressly agreed in writing by Landlord. In the event that any utility or service provided to the Leased Premises is not separately metered, Landlord shall pay the amount due and separately invoice Tenant for Tenant's pro rata share of the charges. Tenant shall pay such amounts within fifteen (15) days of invoice. Tenant acknowledges that the Leased Premises are designed to provide standard office use electrical facilities and standard office lighting. Tenant shall not use any equipment or devices that utilizes excessive electrical energy or which may, in Landlord's reasonable opinion, overload the wiring or interfere with electrical services to other tenants. 10. Signs. Following Landlord's consent, Tenant shall have the right to place on the Leased Premises, at locations selected by Tenant, any signs which are permitted by applicable zoning ordinances, the Colonial Center Association and Management Company and private restrictions. Landlord may refuse consent to any proposed signage that in Landlord's opinion too large, deceptive, unattractive or otherwise inconsistent with or inappropriate to t Leased Premises or use of any other tenant. Landlord shall assist and cooperate with Tenant in obtaining any necessary permission from governmental authorities or adjoining owners and occupants for Tenant to place or construct the foregoing signs. Tenant shall repair all damage to the Leased Premises resulting from the removal of signs installed by Tenant, 11. Entry, Landlord shall have the right to enter upon the Leased Premises at reasonable hours to inspect the same, provided Landlord shall not thereby unreasonably interfere with Tenant's business on the Leased Premises. 12. Parking. During the term of this Lease, Tenant shall have the non-exclusive use in common with Landlord, other tenants of the Building, their guests and invitees, of the non -reserved common automobile parking areas, driveways, and footways, subject to rules and regulations for the use thereof as prescribed from time to time by Landlord. 13. Building Rules. Tenant will comply with the rules of the Building adopted and altered by Landlord from time to time and will cause all of its agents, employees, invitees and visitors to do so; all changes to such rules will be sent by Landlord to Tenant in writing. The initial rules for the Building are attached hereto as Exhibit "A" and incorporated herein for all purposes. 14. Damage and Destruction. Subject to Section 8 A. above, if the Leased Premises or any part thereof or any appurtenance thereto is so damaged by fire, casualty or structural defects that the same cannot be used for Tenant's purposes, then Tenant shall have the right within ninety (90) days following damage to elect by notice to Landlord to terminate this Lease as of the date of such damage. In the event of minor damage to any part of the Leased Premises, and if such damage does not render the Leased Premises unusable for Tenant's purposes, Landlord shall promptly repair such damage at the cost of the Landlord. In making the repairs called for in this paragraph, Landlord shall not be liable for any delays resulting from strikes, governmental restrictions, inability to obtain necessary materials, permits, or labor or other matters which are beyond the reasonable control of Landlord. Tenant shall be relieved from paying rent and other charges during any portion of the Lease term that the Leased Premises are inoperable or unfit for occupancy, or use, in whole or in part, for Tenant's purposes. Rentals and other charges paid in advance for any such periods shall be credited on the next ensuing payments, any, but if no further payments are to be made, any such advance payments shall be refunded to Tenant. Tf provisions of this paragraph extend not only to the matters aforesaid, but also to any occurrence which is beyor.- Tenant;s reasonable control and which renders the Leased Premises, or any appurtenance thereto, inoperable or unfit for occupancy or use, in whole or in part, for Tenant's purposes. 15. Default. If default shall at any time be made by Tenant in the payment of rent when due to Landlord as herein provided, and if said default shall continue for fifteen (14) days after written notice thereof shall have been given to Tenant by Landlord, or if default shall be made in any of the other covenants or conditions to be kept, observed and performed by Tenant, and such default shall continue for thirty (14] days after notice thereof in writing to Tenant Landlord without correction thereof then having been commenced and thereafter diligently prosecuted, idlord may declare the term of this Lease ended and terminated by giving Tenant written notice of such intention, and if possession of the Leased Premises is not surrendered, Landlord may re-enter said premises. Landlord shall have, in addition to the remedy above provided, any other right or remedy available to Landlord on account of any Tenant default, either in law or equity. Landlord shall use reasonable efforts to mitigate its damages. 16. Quiet Possession. Landlord covenants and warrants that upon performance by Tenant of its obligations hereunder, Landlord will keep and maintain Tenant in exclusive, quiet, peaceable and undisturbed and uninterrupted possession of the Leased Premises during the term of this Lease. 17. Condemnation. If any legally, constituted authority condemns the Building or such part thereof which shall make the Leased Premises unsuitable for leasing, this Lease shall cease when the public authority takes possession, and Landlord and Tenant shall account for rental as of that date. Such termination shall be without prejudice to the rights of either party to recover compensation from the condemning authority for any loss or damage caused by the condemnation. Neither party shall have any rights in or to any award made to the other by the condemning authority. 18. Subordination. Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust or other lien presently existing or hereafter arising upon the Leased Premises, or upon the Building and to any renewals, refinancing and extensions thereof, but Tenant agrees that any such mortgagee shall have the right at any time to subordinate such mortgage, deed of trust or other lien to this Lease on such terms and subject to such conditions as such mortgagee may deem appropriate in its discretion. Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any mortgage, deed of trust or other lien now existing or hereafter placed upon the Leased Premises of the Building, and Tenant agrees upon demand to execute such further instruments subordinating this Lease and to assign to the holder of any such liens as Landlord may request. In the event that Tenant should fail to execute any instrument of subordination herein required to be executed by Tenant promptly as requested, Tenant hereby irrevocably constitutes Landlord as its attorney-in-fact to execute such instrument in Tenant's name, place and stead, it being agreed that such power is one coupled with an interest. T -pant agrees that it will from time to time upon request by Landlord execute and deliver to such persons as idlord shall request a statement in recordable form certifying that this Lease is unmodified and in full force and _..pct (or if there have been modifications, that the same is in full force and effect as so modified), stating the dates to which rent and other charges payable under this Lease have been paid, stating that Landlord is not in default hereunder (or if Tenant alleges a default stating the nature of such alleged default) and further stating such other matters as Landlord shall reasonably require. 19. Security Deposit. The Security Deposit shall be held by Landlord without liability for interest and as security for the performance by Tenant of Tenant's covenants and obligations under this Lease, it being expressly understood that the Security Deposit shall not be considered an advance payment of rental or a measure of Landlord's damages in case of default by Tenant Unless otherwise provided by mandatory non- waivable law or regulation, Landlord may commingle the Security Deposit with Landlord's other funds. Landlord may, from time to time, without prejudice to any other remedy, use the Security Deposit to the extent necessary to make good any arrearages of rent or to satisfy any other covenant or obligation of Tenant hereunder. Following any such application of the Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. If Tenant is not in default at the termination of this Lease, the balance of the Security Deposit remaining after any such application shall be returned by Landlord to Tenant. If Landlord transfers its interest in the Premises during the term of this Lease, Landlord may assign the Security Deposit to the transferee and thereafter shall have no further liability for the return of such Security Deposit, The Landlord has waived a security deposit at this time but reserves the right to request a security deposit equal to one (1) month's rent at any time during the term of this lease. 20. Notice. Any notice required or permitted under this Lease shall be deemed sufficiently given or served if sent by United States certified mail, return receipt requested, addressed as follows: If to Landlord to: If to Tenant to: Contact: Menashe Miltz Home With Help of Florida, Inc./office: 561-740-7920 Property manager. 516-225-5500 Contact: Michele Farkas 561-727-6340 C/0 7179 San Sebastian Drive 1220 South Federal Highway Boca Raton, FL 33433 Boynton Beach, FL 33435 idlord and Tenant shall each have the right from time to time to change the place notice is to be given under paragraph by written notice thereof to the other party 30 days before any change is to take effect. . Brokers. Tenant represents that Tenant was not shown the Premises by any real estate broker or agent and that Tenant has not otherwise engaged in, any activity which could form the basis for a claim for real estate commission, brokerage fee, finder's fee or other similar charge, in connection with this Lease. 22. Waiver. No waiver of any default of Landlord or Tenant hereunder shall be implied from any omission to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver and that only for the time and to the extent therein stated. One or more waivers by Landlord or Tenant shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition. 23. Memorandum of Lease. The parties hereto contemplate that this Lease should not and shall not be filed record, but in lieu thereof, at the request of either party, Landlord and Tenant shall execute a Memorandum of Lease to be recorded for the purpose of giving record notice of the appropriate provisions of this Lease. 24. Headings. The headings used in this Lease are for convenience of the parties only and shall not be considered in interpreting the meaning of any provision of this Lease. 25. Successors. The provisions of this Lease shall extend to and be binding upon Landlord and Tenant and their respective legal representatives, successors and assigns. 26. Consent, Landlord shall not unreasonably withhold or delay its consent with respect to any matter for which Landlord's consent is required or desirable under this Lease. 27. Performance. If there is a default with respect to any of Landlord's covenants, warranties or representations under this Lease, and if the default continues more than fifteen (15) days after notice in writing from Tenant to Landlord specifying the default, Tenant may, at its option and without affecting any other remedy hereunder, cure such default and deduct the cost thereof from the next accruing installment or installments of rent payable hereunder until Tenant shall have been fully reimbursed for such expenditures, together with interest thereon at a rate equal to the lessor of twelve percent (12%) per annum or the then highest lawful rate. If this Lease terminates prior to Tenant's receiving full reimbursement, Landlord shall pay the unreimbursed balance plus accrued interest to Tenant on demand. 28. Compliance with Law. Tenant shall comply with all laws, orders, ordinances and other public requirements now or hereafter pertaining to Tenant's use of the Leased Premises. Landlord shall comply with all laws, orders, ordinances and other public requirements now or hereafter affecting the Leased Premises. 29. Final Agreement. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties. IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year first above written. For Lan (designated representative/title) date: February 1', 2017 Mena-WLI / ro rty Manager For Tenant (d sign ted representative/title) date: February 1 ", 2017 e e Farka /President -owner Home With Help of Florida, Inc. BOYNTO "ICRA =BEACH CRA BOARD MEETING OF: April 11, 2017 X I Consent Agenda I I Old Business I I New Business I I Legal I I Information Only I I CRAAB AGENDA ITEM: VIII.H. SUBJECT: Approval of Bark Avenue Hotel & Spa, LLP for Commercial Rent Reimbursement Grant Program SUMMARY: The Commercial Rent Reimbursement Grant Application and Guidelines provide eligible new or existing businesses with rent payment assistance for a maximum period of twelve months within the first eighteen months of a multi-year lease. Bark Avenue Hotel & Spa, LLP is a tenant located in Ocean Plaza at 640 E. Ocean Ave, Unit #19, Boynton Beach, FL 33435. Base rent, as specified in the lease, is $2,204. Bark Avenue Hotel & Spa, LLP falls under the terms of a Tier II business (as outlined in the grant application). If approved the applicant is entitled to receive reimbursement for half of its monthly rent or maximum of $900 per month for a 12 month period. The maximum total reimbursement for this business is $10,800. The applicant meets the eligibility requirements under program guidelines and will be reimbursed on a quarterly basis with proof of rent payments. FISCAL IMPACT: $10,800 — Project Fund 02-58400-444 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Approve the Commercial Rent Reimbursement Grant not to exceed $10,800 to Bark Avenue Hotel & Spa, LLP for the property located at 640 E. Ocean Ave, Unit #19, Boynton Beach, FL 33435. Michael Simon, Interim Executive Director P.. Rece/ve© A� W 'CRA SCYNrCN Ooiober 1 2018- marb30 2017 BEACH CRA BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY 001" COMMERCIAL. RENT REIMBURSEMENT PROGRAM Program Rules & Regrtrurr encs The Conurercial Rent Reimbursement Program Is deebned to help fadNtafe the establishment of nmN businesses and aid In the otpenslon of aode ft buslrns@sss within the Boynton Beach Community R�-.J- . neat Agency (the `CM) dlstricat. The program Is designed to provide *mwvdai aaal�nce to new and wMng buslrnesses In the form of rant r®6rrb mnent Intended tc help businesses during the critical first year of operation In order to effectively prom row businesses wkNn the CRA thereby remedying and preventing oondltiorre which lead 110 slum and b1W. Io �oc►ram The Commercial Ra tReftL#W senrerrt ,Program offers financial assistance In the form of quarterly rent rein birsemeft The time period of eligibility for asskftnoe Is up b sbc months from the Issuance of the City of Boynton Beach Business Tax Reocipt. The Cowl Rent Reimbursement Program funding may be budgeted annually by the CRA Board and awarded on a first-come, find -serve balls. All aippiicaMm we aMect to CRA Board approval. K4dft application to the program Is NOT a guarantee of funding. clgk tt► feggtmm2p Applicants must meet all of the following requirements In order to be considered eligible to recelve grant : 1. Must be loceW within the CRA District (sae adlSachred map). 2. Must p wAde proof #vd the business Is properly Ilosnsed by all necessary levels of govemrnent and prafsssbnal associations or agenoles. (Coples of City 8. County Ilrsises or receipts that the licenses have been applied for.) 3. A new business Is defined as a company In operation for less then * months or relocating to Boynton Beach. 4. An eating bass is deffned as a company that has been In operation within the CRA district for a minimum of two years at the tune of application arid, tree at least two years rernalning an its existing lease. IA Par 1of11 710 N. Fedwd Boyd= seems. n 33635 Phm 561-7373256 Fess $61-737-329 5. An eoddng business mLot expand lo o=4)y more than ft pero9rt (60%) of Ito cumdnt square footope size. Verfl cadon of " Bxastt id must be provided In the aWncdon padoape. Excspborw to this nye may be made at the dho Non of the CRA Board V the Isnant Is be ft #Wr aument specs due m radevebpmerrt of ft she. 6. The Applfc artt's EMerien cones r report must to an aoosptWW9 Iml of firwncial stab ft, wtthln the sole dhwsWn of the CRA, as an eUglb ft requirement for funding. A copy of the consumer report wDl be provided to the Aq$cerd upon request. Appibant whose Experian credit wore Is below 801 are not 9901ble. ff a majority of the businee owners have c raN scores beiaw 601, the buskvm Is rot ekble. 7. Appi cart must have an eoascutsd mutt! -year lease (two year mk*n m). The tokwft buWnsw es are considered fsiigible for assMartce under the Commercial Rent ReImbureemerd Program: • FireM Sstes • Convsrdwm Stores • Miglous Affbik d PWW Stones • ChudM • f+bn Prdib • Tatbo ShopNBo* Pbroi~ Art Shops • Flow sen ices (ha ffir rrp a dwal cmd" sloes) • TalotOut Faorts Adult ErdwWft m t • UQLw Stew • vapor Cipsroft Bsolron[a Cigerwfls, E Cigereft Stores • Ke TM t'lwrs • Pawn Shops • Aioohol w mft Dnp Rstnblkoftn G'enlerdHoLwft • Med[cd Rses■ d CwtwdHoueing • HWdWd 8srars • Fitness Cw *M • Florists • Any ues dotwmined by the CRA dW arth* CRA soon! that would not a %wm the rsdwsbprnent of the CRA dtdriot. Subktft of the property by gent r+eciplent is proht ft& Vbbtton will conetltute repayment of CRA grant funding. Pyo Z of 11 710 K Fs&wd H M#4r Bgntm Herat, PL 33435 P1= 561 737-M Fe:561737-3251! M. MM Igr n and fiodfflow Thio grant Is divided Info two tiers. Each tler consists of different types of businesses that arca elgible and the amount; of funding available lo the business. Tisr Or* Buslrwws (pull Service Re9aumnts Only) Tler One Businesses am eligible for up to half (50°X) of the business's bases morthiy rent or $1,250 per monIl . whloh ww Is hm (Maximum amount of the grant Is $15,000.) Only U service restaurante with a minimum taotal seating qty of 50 seats are eNgbie. The restaurant must have hours conducive for the redevelopment of the downtown. Operating hours Include but are not limited to 12:00 p.m. — M. p.m. Tkr Two B lnessrs Tier TWo Businesses are edglble for up to W (50%) of the business's base monthly rent or SOW per month, whichevosr Is less. (Maximum amount of the grant is $10,8W.) Tier Two Businesses nxa<t be one of the folk wring types of businesses: * Restaurants with total seating capacity under 50 • Gourmet Food AAarW Bakery • Bed and Smakfast Clothing Boutique - clothing. shoes & woeseorfee • Home Deo®o.,rMseign - home furnishings, art galleries, kf�Chen wren e • Specialty Businesses - stationery.'.ting goods Medical mow * Lo�wOffbw �t * Deet Estate Offloss Insurarm ORkrss * Accounting Olftoes * Markeft Office Lamm Torras Applicant must be a ienant and have a proposed or wwouted multi-yosar lease (tvm year mkftum). The com memW lease must define the fandlord-tenent relationship end art n**mxn provide the following hk nm : A description of the space being rented fraud% square arlo a drawing of the space. • Dow Iption of Miles that are the tensits responsbIlity. Pop 3of11 710 N. Fedwd H Aw" B ynlan Bead FL 33435 Prm 561-737-3256 Paz 561-737-3259 • Rental rMs and depMft along WIth twit of Mass and methodology for ftib" rent Increases. • Raeponslble party for rotor and exWor repalm and/or lmprovemerds. Insurance requitunwAs. • Abilty to tarmknate. • Consequences of defaul on the lease. Rent Ieimtu emu erda will not be paid until ant constnudion has ended, Cly and County lbwu eis are obtained and the business in open for operation. The CRA will Issue relmbusement on a quarterly basis directly to the applicant for the monthly rent payment made to the Landlord upon rooelpt and vier on that Me payment has been cleared by the bank The a poneibAlty for all rei I payments Is between the ombacied parties to the tease, as such ft tsnant and the Iatd[ord. As gm tor, the CRA nelther bears nor aooepte any responelblaty for payment of rent at any am, nor penalties Incurred for the late arrival of payments by any party. The Cownwch i Rant FWmbursemen program may only be used one time by any one upeclfia business entity or business owner. 7be CRA reserves the right to approve or deny any Commulal Rent Reimbursement Program application and to discontinue payrnerrts at any time If In Its sole and absolute dWebon It debmT irm that the business vA not advance the goals and objectives established for the scorroretc development of the CRA Mott The receipt of peat payme " Is not a guarantee of A tura payments. V. Proadurns for Aoollaat km and AmRrgMM Application Process All applicants are strongly encouraged to meet wHh CRA *s/f In order tD determine eligibility before submitting an appkcaifon. Funding requests will not be cormidered urd all required docunm atlon Is submlftd to the CRA office. Application packets mud l KAmJe the followinng documentation: A nonrefundable fee of $100.00 Is required b obtain a consumer report on the business and principatfowners of the business. Make check payable b: Boyrdon Beach CRA Completed and signed application. Completed and signed Auihorizatlon to Perform Credit Check for the business and each pikmoollbwner of ft buWrxm (forms attached to the application - rnultlpb florma may be needed for prim1palk wners of the business). Pqe 4 0f 11 710 N. FWWW EWtmW Boynim Baser, FL 33435 Pbm 561737-9256 Pnz 561-737-M Vida Form (attached to grant application). 6. Copy of Clty and County businees Ikaenees. If an existing bum. Resume for each principaVowner of the business. Copy of the corporate documents for the apply W business entity. Copy of exeoAad or proposed multi-year cornmwdai tease agreement. Two (2) years of corpora t+s tax returns (for eadsting bushman only). 10. TWo (2) years of personal tax returns for tho prncipafalowners of a new buslnass. 11. List of jabs b be seated and filled including job desuiptione, pay range) and weekly schedule. For each busineeses, provide a Not of all current positions Including job do= "Ons. pay range and weekly saheduis. )k If an wdstng business. located within the CRA District, Is expending within the CRA District, It must a gWKI to occupy Moro than Ift percent (50%) of its current square footage etre. ' Vertllcation of this threshold must be provided. Floor plena outlining square ibotepe of each loc abon are acceptable. Emaptbns b this rule may be made at the discretion of the CRA Board If the tenant is losing their mirrent space due to redevelopment: of to site. Approval of Funding Request Once eligibility Is vertfled and all required docxrrrenbeitlon hes been submitred. CRA staff will present the funding request to the CRA Board for approval. The CRA Board meets on the second Tuesday of each rntmill AppNcark will be notllied of the date end tiros their applk:adon will be presented b the CRA Board. it Is recoryina a that the applicant attend the CRA Board Mining In order to anewer any questions the CRA Board may have regarding their application. CRA Staff wIN notify the applleant of approval or denial in wrift. award Is termlr,ated. ►'�-5� '. �LLl Qwrberiy Rent Reimbursernord Payments Rant relmbura mient payments will be provided to the grant redpw t on a quarterly basis beginning the flat month the business Is open for operation subsequent to CRA Board approval. A maximurn of twelve (12) consecutive monthly rent payments will be reimbursed to the approved applicant. Each report sha#f be made wtftn ten (10) days of the start of the nod applicable quarler begnnng on January 1, April 1. July 1, and October 1 following the Initial Reimbursement Request. IU alt �s�11 710 W. Pedmd W*hway Boynton Beak FL 33433 Pbow 561-737-3256 Fir 361 737-3258 In order to receive quarterly nerd r *nbtmwAient the giant aRAcwt must subndt the Hollowing: 1. written n xpmW for reimburaernerd 2. Proof' of rent paynmd (i.e., copies of the front & bade of canceled rent checks for that quarks rairrfursement or proof of direct depoeli). one Ylstla GRA staff wiH conduct a sits vielt before reimbursement Payments begin in order to verify that the business Is In operation. Staff may also conduct unannounced mite vlaft periodically In order to enoune compliance with the terms of the grant agreement. Dhmmdnuetlon at Payment The necelpt of past payrnents is no guarantee of More payments. The CRA retolns the right to dbcw undue rent reimbursement payments at any time according to Its mole and absolute dlecreflon. The Boynton Beach CRA is a pubic agency and Is governed by the "Florlre Pubic Records Lawn under Fbrida Stele Swiss, Chapter 119. Any documents provided by ft Applkss s) may be subject to Production by the CRA upon recslpt of a public records request, subject to any woemptions pro ided by Florkla Law. 1V6ofli 710 N. Fed" Mshway Bow Mme FL 33633 Ph= $61737-32M FWL 561-737-M 11 �rC&tohboru;Mf4= APPLICANT INFORMATION (Uss AddMOMI shsfs K Nrwsw 7) it [ •i• rc - G: .1 jet .• M- CO-I'Mo. m-, &Fw Wsbslbe: BMft Bum Yes NbJ Numbwory� In eodeiwm Now Buslness to BoWw Bowh: Yee.L No TIM at Laoffum — _ Do you haws an eamded leas Morsomont Yes No If so, rnor ft bass M* 4aa; - New Bu lmm Mdme (must be within CRS Dletrlctk �1 YD �. C� iA� J� Sqw boMps of sod boabn J,mp____ Square bodops of naw bcatieon _�,,�. Type Of Business: �- ►.C.. ` Number of EmpWysss: - Haas d �rlf•f�': -Y,- ,a �.''..+��+�w iQ: ,Phona y /� Pap / of 11 710 R Boyntam Beach„ FL 33433 Phone 561-737-32M Fu 561-737.3258 2. P*M*)&LOW er Nama: - _ LLL t - Dots of Cunt Addron: 1 K) 00 f o i4 ae V tIr eQ LA 'P 'Of Emati: �J op,. n a:t Phone fk d2a' - Zl7 -- k n Q S. Pdndpdg>m f Name: Daft of Birth: -- Emal�_ -- --- - -- - - --- --- _Phone t. 4. Ptlnd mVOwner Name:— ----------- _- - _ -- Deb of 8lrfhc- Cearerrt Ernst UuWiord Name:-- k Ober V UmdWd Phona o OF 21 -7 - Am you appiyfg for gnft a urew any ottwr program o fbmd by the CRA (Tier One evkees or*y Yee No c/ If yec what addl*xW pi op am you apWrrg ftr Ara you rooW trg grant as ddmoe front any c#w gmmrrrenW egende& Yee No If yew Id arty additul Qrant soumn arrd atnourft Pweof11 710 N. Pedant leap Hoy w Hook FL 33435 Phow 561-737-3256 Fu 561-737-= www -- Liu �&£�£L i+9S �aI 9SZi'LEL-L9S ��� t�Ao�I'1sI0LL, °pay moM eq fou W V pq q p m% wo uqR goft " p pod&w t4 N eq puo ugpolOft op il to PiWAIPtm I -wwRord a# 9PAK d a4 pow sq q nopM pus AmAw p umd aIq q gases qi Jo VW sot M awPqu Ad wy® I •uopqdde W qqdum w AWWoau PSP uopswwglul mgogp A Amm9M WAW Jo OWW MOO uo usrtoldw ,*m q &a oqwLpm pus'uopquuod ivad ra%q I 'upwy vaye UgPUU I PWJ" D = Aus ®uluNoo0 q uuopauluoo pus queft q1 'Ammed�uou-- l A11unwu+oa 4aso6 uoquApB eta Cl Iv MM AW Wo pus "M UqMAOjdfiIIs m Pus km%W ma jWm g4Op Am opm AqOA4 I °uqs*u VHo "jo ammoor4 mg &qpusq A&M ou q Jo slAW uWAM d o41 qmw aeeuol ou wimm 4m qe% A MR.= JSP gRgs Pus qa q q A RM Aus P Wouwa nqu* u Wu onupuoogp uopsr 'qm X41 w Asw vW an We FWPAPM I VOWX ds sq ugial" Aw plsa43 901IMP on* p 9%=vnO s wu q wpqOft on PW 'u am-ucpq an io *Mjqqs am Nww X4 �ueuruos{,du4 jo/pus w4 Aq psqlsusd eq um mpM M moi{ mR P weirs q WIM PLR MAW MLM (g)pusolldds wU ';shag pus sepWmq (s*mgdft «R po 1aq " q q+Ndwm pus m4 q 11 pus 'wwenk Pmwmmq' aqd ppj Mmmuuwj A u@OV jwwdc AM A FMwOO 4=M uo LMG M jWm pme s Ota *Wp Js owdind ap j4 uwo q'u ds mR p poddfle ul P®4MusY UOPUUWI "up p Pus U qq q pqumaW ugpwx*4 /s PSR MM (B*MDWB 'WOMPun ®41 'I V �� ~ Primipsoormes signature =.Date 4Z� 1 L rte, t-&," 1? J t a Q L Printed No Tflb T kv�,L 3 Z-1:2� _ rind nets Signature re-,vto • f--f�rv%ir �cl lrl�'D- O(t: - r Printed Name Title PrindpalfOwner's ftnidurs Printed Name Prindpal/Owners Slpnature Printed Nam Notary as to PrincipallOwners Slpnahum. Muidpb notary pages may be used ff signing Individually. 0Waim"S i A" 4 Tme Debs._ ............._.._ . RM BEFORE fug. an oflber duly authoriasd by low to odmkrlder oaths and take admowfedAenrento, pwwn* appears E1 - _ L s 1,2 k .a who Isfans personally known to me or produced t--l-�-P-C_57C le AC-) r P-.( as Idantflkaatlon, and ackm ledged he/she examded the forep kV Agnaemwd for the use and purposes mentloned In R and that the Instnment is hWW act and deed. IN WITNESS OF THE FOREGOIt4,G, I have set my hand and offidal seal In the State and County aforeaeld on the day of AJI &=k& . 20j__P. Z7"j_ dMI 0 , "(�� / - - ", I 111. KW E Moan► FWW •taa of HMO � NOTARY PUBLIC • a"�11o" 4 OF 144MOommisebn Expires: W Go", bpku Oat 17.201 A My adw�tt�ldowlr��► a•. ' P*a 10 of 11 710 N. Feda d > *bm Ho3Man Borah. FL 3343.5 Ph= 361-737.3= Paz 361-737 36 =05 woumqqmwFj= mt L£L-i9s =a 9= = IK =MA SemullommPLcoa AM&OMPOMWOU lip it o"d :mgdx3 ugWuwoo An onww A_ �_ .L _N NI- ,�1d11t111t�,�'� 0m AO i Gica �eM�� , i J9aA�ttptry�� i r a �s m s O T,TOt JO ASP - - - -- - SPR UO PISMOP MWnOJ PUB %1S 84 A IM MOW PUB Pum1 Aw NO WJ34 I `ON1003WW 3Nl :10 SS3NIJM NI 'P"P Pub IOV A4MY sl 3u®mPW QLA P4 pus V of powW aw seoodind Pue OW ®t# J4 IuaLv DV SWObkw1 " PMnOM 048/94 mm Pue"uo se e ---,5 p j '.P$' f" PwnPad ao ow aq wwxq A1puauod aniq o4m 94q Pus sWo nqtqwpo at Aq /4nP ~ us `gn 3mome OOLL i OPLL wo 1' / - C rl L eweN P%Wd 6AWMAS SA-gPU9'I --moifilimals kWolPurl a IM 0 v MM'IN11 11Fy Mao mommme 4/5/2017 ,igir.. a141 A Search by Owner, Address or Parcel �arat�� Fs$i`00• Property Record Owners FOUR SONS PLAZA 640 LLC iroperty detail ' Locetlon 640 E OCEAN AVE 1 s I MunidMI 1Y BOYNTON BEACH Parcel No. 08434527040000560 y Subdlvislon LAWNS Book 27168 Page 964 Sale Date NOV�2014 Maf6 3613 5 MILITARY TRL D t Address LAKE WORTH FL 33463 8733 's Use Type 1100 - STORES Total 17204 SOuare Feer Saks Information Sales Data Prlce , NOV-2014 2000000 �JAN-2002 787500 JAN -2002 IOJ! ' Appraisals Tax Vaar 2016 Improvement Value $1,341,490 Lard Value $650,085 I oral Marke[ Value $1,991.575 All values are as of January 1 st each year Assessed/Taxable values Tn Y— 2616 Assessed Value 51,991.575' Evempllon Amount 30 Taxable Value 51,991.575 Taxes Tax Yaa 2016 Ad Valurem 543,475 an'Ad VaMtem $9.149 Teal tax SS2,624 7PAPAHo,i- A— i littp://maps.co.palm-beach.fl. us/cwgi s/papa.htm I?gval ue=08434527040000560 1!1 THIS LEASE AGREEME( made and entered Into this ICA j"JoV of by end between Four Sons Vasa LLC or It's successors, hereinaner referred to as Landlord, whose address Is PO BOX 211685, Royal Palm beach, Florida 33421 and - �lr /1 Tom/ —1 k hereinafter referred to as Tenant~ whose address is orlda _ 1 r— WITNESSETH: FOR VALUE RECEIVED, It Is hereby agreed that: PREMISES I. The Landlord, by these presents does hereby lease and rant unto the said Tenant, and said Tenant hereby agrees to lease and take upon the terms and conditions which hereinafter appear, the following described. property: /� 7 C� I �-? f /- VC C Or✓ /J[tC r3 ��:,., rc-,. hereinafter called the Demised Premises or Leased Premises. Saki;17 isad Premises being a part ofyz .Ol„ ,� located In Palm Reach County, Florida. r.► The Tenant agrees that at all times during the term of this Lease It shall, at It's own mat and expense: (a) Obtain and maintain In effect all perm is and licenses necessary for the operation of Tenant's business as herein provided. (b) Comply with all rules acid regulations for the use and occupancy of the Shopping Center/OMce as Landlord, In Its sole discretion, from time to time promulgates for the best Interests of the Shopping Center/Offlce. Landlord shall have no liability for violation by any other teppnt of tate Shopping Center/Office of any rules or regulations nor shall such violation or the watts r�`' hereof excuse Tenant from compliance. (t) Be responsible for and shall pay before delinquency all municipal, county or state taxes assessed during &ee term of this Lease against any leasehold Interest or property of any kind owned by or placed In, upon or about the Leased Premises by the Tenant. .r. ( l ar encumber nor obstruct the sidewalks adjoining said promises nor allow the same toy ,reted or encumbered in any manner, and keep said sidewalks free of rubbish and-_.dW • 7"--e Tenant shall not place or cause to be placed any merchandise, vending machines, or anything on the sidewalk or exterior of premises without written consent of the Landlord. 0 TERM 2. (a) The term of this Lease shall be for. %r, -C ( �l years commencing on the "Commencement Date' which shall bei /�;, �n U the Commencement Date does not occur on the first day of a month, the Tenant shall pay rent for the fractional month on a per dlem basis calculated on the basis of a 30 -day rrlonth until the first day of the month when the term hereunder commences; and thereafter the minimum rent shall be paid In equal installments on the first day of each and every month In advance. Each'of the parties hereto agrees that, upon the Commencement Date of this Lease or from Each of the parties heret9 agrees that, upon the Commencement .Date of this Lease or from time to time thereafter, I m the reasonable request of the od party, It will execute and deliver such further Instruments as may be appropriate setting forth the date of commencement and the date of expiration of the terms of this Lease, (b) In the event Tenant receives notice that the Leased Premises are ready for occupancy as hereln defined and falls to take possession and to open the Leased Premises for business fully fixtured, stocked and staffed within the time heroin provided, then the Landlord shall have, In addition to any and all remedies heroin provided, the right at It's option to coiled not only the minimum rental per day for each and every day that the Tenant shall fall to commence to do business as herein provided. RENTAL 3. a) Beginning with the "Commencement Date" as herein above provided and through- out the term hereof, Tenant agrees to pay to Landlord, or it's agents, at the address first above wr1{ipn or at an er place designated by landlord In writing, a monthly rental of (4 Dollars* in advance on the first day of -each month.rr-- (see Paragraph 36) As security for the faithful performance by Tenant of all the term and conditions upon the .✓ Tyant's pprt to be performed, Tenant has this day deposited with Landlord the sum L wv ........� 'd%d%:=C ($ 9 a« o ] Dollars* which shall be returned to Tenant, without interest, on the day set fbrth br the expiration of the term herein notwithstanding this Lease may be sooner terminated; provided, however, that Tenant has fully and faithfully carried out all of the teres, covenants and Conditions on Its part to be performed. Landlord shall have the right to apply any part of aid deposit to curs any default of Tenant and if Landlord does so, Tenant shall, upon demand, deposit with Landlord the amount applied so that Landlord shall have the full deposit on hand at all times during the term of this Lease. Tenant's failure to make such deposit within flue (5) days after demand by Landlord shall, at the option of the Landlord, constitute a breach of this Lease. (b) Ian. Tenant pay as additional rent, within ten (10) days after demand is, made by Landlord, It's proportionate share of all real property taxes levied or assessed against the land and improvements In the Shopping Center/Office for any calendar year during the term of this Lease. Tenant shall pay as additional rent within the time limit stated above, any and all- assessments and/or taxes levied against Landlord for any reason whatsoever, by any municipal or governmental agency, as a direct result of the operatlon and existence of Tenant's business. The proportion to be paid Is based upon the ratio of the square Beet of the Leased Premises to the total square Beet of leasable building space In the Shopping Center/Office. Tenant shall pay all assessments and all taxes levied on It's own personal property. Tenant shall further pay any tax that may be levied or assessed upon the rent reserved thereunder by any governmental authority acting under any present or futurelaws as a substitute in whole or In part for any real estate taxes, (see Paragraph 37 regarding payment of estimated amount on a monthly basis). (c) Tenant agrees to pay to Landlord, as additional rental, In the same manner as set forth In Subparagraph B hereof, It's proportionate share of all liability, fire and extended coverage Insurance determined by Landlord to be -required or beneficial to Landlord or Tenant In connection with the buildings. * see page 2a attached hereto and made a part hereof (d) Tenant To I �- Pro -Rata Share of Shooaing Cantit flies Operating Gusts. In each lease year or parbar lease year, as defined herein, Tenant will pay to Landlord, in addition to all other rentals specified In this Article 3, as further additional rent, a portion of the 'Shopping Center/Office Operating Cat", as.deflned below calculated by multiplying the total Shopping Center/Office Operating Cost by a fraction, the numerator of which shall be the number of square feet contained In the Leased Premises, and the denominator of which shall be the aggregate number of square feet of leasable building space In the Shopping Center/Office. Such payment shall be made as provided hereinafter. Landlord shall operate, maintain and repair the Common Areas In such manner as Landlord shall, In Its sole discretion determine. For these services Tenant shall pay as additional rent rtio It's proponate: share of the "Shopping Center/Office Operating Cost" from and after the Commencement Data and continuing during the berm. of this Lease, Including any period during which, Tenant shall transact business In the Leased Premises prior to the Commencement Date of the term of this Lease. For the purposes of this Article, the term"Shopping Center/Office Operating Cost" shall Include but not be limited to, the costs and expenses of the fblkswing subsections (1) through (10) are for definition only and are not to be constructed to as to Impose any obligations on Landlords (i) garbage and trash removal; maintenance, repair and replacement of all parking lot surfaosk service area and courts, including cleaning, 'sweeping, painting, sMping and repaving; maintenance, repair and replacement of sidewalks, curbs, guardrails, bumpers, fences, screens, fingpoles, bicycle racks, Shopping Center/Ofifu . Identification signs, directional signs, traffic signals, and other traffic markers and signs; (Z) maintenance, repair and replacement of the (i) storm and sanitary drainage systems, including disposal plants and life stations and retention ponds or basins; (11) Irrigation systems; (III) electrical, gas, water and telephone systems; (Iv) lighting systems including bulbs, poles and fixtures; (v) emergency water and sprinkier systems; (vi) other utility systems (vil) heating, ventilating, and air conditioning systems; and (vill) security systems, Including any utility charges In connection with any of the foregoing systems; (8) and Interior and exterior planting, replanting and replacing of flowers, shrubbery, plants, trees other landscaping; (4) maintenance, repair, replacement and substitution of and for all portions of the stores, both Interior and exterior, In the Shopping Center/Office excluding the Leased Premises and premises leased to other. tenants, Including, but not limited to, floors, floor coverings, ceilings, walls, roofs and roof flashings, canopies, skylights, signs, planters, benches, fountains, elevators, escalators and stairs, fire exits, doors and hardware, windows, glass and glazing; (S) premiums or contributions for Insurance, including, without limitation, liability Insurance for personal injury, death and property damage; insurance against liability for defamation and claims of false arrest occurring In and about the Common Areas; workmen's compensation; broad form and peril insurance covering the Common Areas In the Shopping Center/Office which may Include flood Insurance, earthquake Insurance, boiler insurance and/or rent Insurance as is commonly provided In an All -Risk type policy for the purposes of the provision of subsection (5), Common Area shall be deemed to Include the Leased Premises and premises leased to other tenants; (6) real estate taxes as defined In Section 3(b) of this Lease imposed upon the Landlord and buildings for any calendar year during the term of this Lease; (7) maintenance, repair and acquisition costs rental fees and/or purchase price or In lieu of purchase price, the annual depreciation allocable thereto of all security devises, machinery and equipment used In the operation and maintenance of the Common Areas, and all personal property taxes and other charges incurred In connection with such security devices, machinery and( tipment; (0) all license and permit fees, and all parking surcharges that may result from any environmental or other laws, rules, regulations, guidelines or orders; the cost of obtaining and operating public transportation or shuttle bus systems as used In connection with bringing customers to the Shopping Center/Office or If required by any environmental or other laws, rules, regulations, guidelines or orders; systems; (9) Installation and operation of music program service and loudspeaker (10) personnel, If any, Including, without limitation, security and maintenance People on the Shopping Center/office, the Shopping Center/Office manager and assistant Shopping Centro/OA1ea manager, or a management fee in lieu thereof, secretories and Shopping Center/Office management bookkeepers Including, without limitation, the payroll taxes and employee benefits of such personnel; and (11) Landlord's administrative overhead In an amount equal of ten (10%) percent of the total Shopping Center/Office Operating Cost. Not. withstanding the foregoing provisions, Shopping Center/Office Operating Cost shall not include: (1) depredation other than depredation as above specified; (11) costs of repairing and replacing to the extent that proceeds of Insurance or condemnation awards ere received therefore; (111) costs of a capital nature to the extent they Improv the Comrnott Ames to beyond their original condition or utility as they may be made from time to time by Landlord; (Iv) crib incunred by Landlord In the construction of the Shopping Center/office and Landlord's work in•'the Leased Premises; (v) the cast to 'Landlord of readying other tenant space for occupancy. Landlord shall estimate the proportion of the Shopping, Center/Ofrlos Operating aorta attributable to Tenant and Tenant shall pay one -twelfth (1/12) thereof monthly In advance, together with the payment of Fixed Minimum Annual Rental. After the end of each calendar year, Landlord shall furnish Tenant a statement of the actual Shopping Center/Office Operating Cost and there shall be an adjustment between Landlord and Tenant, with payment to or repayment by Landlord, as the can may require, to the end that Landlord shall 1 lVe the entire amount of Tenant's annual share for such period. If the Commencement Date occurs In the calendar year during which the Shopping Canter/Office initially opens for business, then the Shopping Center/Office Operating costs for such partial calendar year shall be reduced by a fraction, the numerator of which shall be the number of days from the Commencement Date through the following December 31* and the denominator of which shalt be the number of days from the date the Shopping Center/Office opened for business through the following December 3121. Tenant's obligations with respect to payments due during the term of this Lease pursuant to this Artlde shall survive the expiration or termination of this Lebse. (e) Additional R . Any and all sums of money or charges required to be paid by Tenant under this Kase, whether or not the some be so designated, shall be considered "additional rent". If such amounts or charges are not paid at the time provided In this Lease, they shall nevertheless, be collectible as additional rant with the next Installment of Minimum Annual Rent thereafter falling due hereunder, but nothing herein oontalned shall be deemed to suspend or delay the payment of any amount of money or charges as the same becomes due and payable hereunder, or limit any other remedy of the Landlord. ' (f) Tenant shalt pay to Landlord, In addition to and along with any and all rental otherwise payable here Jer, any excise, transaction, sales, r_ privilege taxes, other than income and estate taxes, now or hereinafter Imposed by any government or governmental agency upon Landlord and attributable to or measured by rent or other charges or prorations payable by Tenant hereunder. (g) In the event Tenant is late in the payment of rent or other sums of money required to be paid under this Lease, Tenant agrees to pay to Landlord a late charge of nee cents br each dollar of each payment five days or mom In arrears. Said payment shall be to cover extra expenses Incurred by Landlord In handling delinquent payments. In addition to the late chargfe referred to above, any and all payments In arrears for more than fifteen (15) days shall bear interest, payable as rent to Landlord at .the highest Interest rate the Landlord is allowed to change under applicable law; provided, however, that said interest rate shall In no event exceed fifteen (15%) percent per annum. The provisions of this Sedlon are available to Landlord in the event of Tenant's default as provided fbr under this Lease. TENANT ERPROVEMENTS 4. Tenant accepts the Leased Premises on on • "as -Is" basis. Tenant shall, at Tenant's expense, complete all necessary Tenant Improvements so as to complete construction of he Leased Premises as a completed unit, In a good and workmanlike manner, and in compliance with all rules, regulations and ordinances of any governmental agency or department having jurisdiction. All plans and specifications for Tenant Improvements shall be subjed to approval by Landlord, which approval shall not be unreasonably withheld. SITE PUN 3. The purpose of the site plan attached hereto as Exhibit "A" Is to show the approximate location of the Leased Premises. Landlord reserves the right at eery time to relocate the various buildings, automobile parking antes, and other common arose as shown on sold site plan. Notations and designations bund thereon are Intended only br the convenience of the Landlord and In no way define, limit, construe or describe the scope or extent or In any way oftct this Lease. FZMRES & All fixtures Installed by Tenant shall be new or reasonably reconditioned. Tenant shall not make or cause to be made any alterations, additions, or Improvements, or Install or cause to be Installed any trade llxtures, exterior signs, floor covering, Interior or 'exterlor lighting, plumbing fixtures, shades or awnings, or make any' changes to the storeMant without nrst obtaining Landlord' written approval and consent, not to be unreasonably withheld. Tenant shall present to the Landlord pians and spectflcations for such work at the time approval Is sought. All alterations, decorations,'addltions or Improvements made by the Tenant, or made by the Landlord on the Tenant's behalf by agreement under the Lease, shall remain the property or the Tenant for the term of the Lease or any extension or renewal thereof. The Tenant shalt at all times maintain Are Insurance with extended coverage naming the Landlord as an additional Insured and the Tenant, In an amount adequate to cover the cost of replacement of all alterations, decorations, additions or Improvements n the event of Ars or extended coverage loss. Tenant shall deliver to the Landlord certincates of such fire Insurance policies which shall contain a clause requiring the Insurer to give Landlord ten days' notice of cancellation of such policies. Such alterations, decorations, additions and Improvements shall not be removed from the premises without prior consent in writing from the Landlord. If after default in paymr of rent or violation of an other provlg ,s of this Lease, or upon the expiration of this Lease, the Tenant moves out or Is dispossessed and falls to remove any trade fixtures, signs or other property prior to such said- default, removal, expiration of lease, or prior to the issuance of final order or execution of warrant, then and in that event, the sold fixtures, signs and property shall be deemed abandoned by Tenant and shall become the property of the Landlord, or Landlord may notify Tenant to remove some at Tenant's own cost and expense, and upon the failure of Tenant'to do so, Landlord may, In addition to any other remedies available to It, remove said property as the duly authorized agent of Tenant, at Tenant's expense. ALTERATIONS 7. (a). Tenant may, at It's expense, make such alterations and Improvements to the Demised Premises and Install Interior partitions as R may require, provided the written approval of the Landlord, such approval shall not be unreasonably withheld, be first obtained and that such Improvements and altsretkm are done In a workmanlike manner In keeping with all building codes and regulations and In no way harm the structure of the Demised Premises, pcovlded that at the expiration of this Lease or any extension thereof, Tenant, at lt's expense, restores the within Demised Premises to It's original condition and repairs any damage to the promises resulting from the Installation or removal of such partitions, fixtures, or equipment as may have been Installed by Tenant, If requested to do so by Landlord The Landlord shall not be liable for any labor or materials furnished or to be flurhrhed to the Tenant upon credit, and no mechanic's or other Ilan for any such labor or materials shall attached to or effect the reversion or other estate or interest of the Landlord In and to the leased property, based upon any act or Interest of the Tenant or of anyone claiming through the Tenant, or If any security agreement shall have been filed for or effecting any materials, machinery, or'fixtures, used thereto by the Tenant, the Tenant shall immed action by bonding, deposit or payf the ment as will remove the Ilan or sato lately take such Tenant has not removed the lien within ten days after notice to the Tenant, � Landlord may pay the amount of such mechanic's Ilan or severity agreement or, discharge the same by deposit, and the amount so paid or deposited, with Interest thereon, shell be .deemed additional rent reserved under this Lease, and shall be payable fbdtWth with Interest at the highest legal rate from the date of such advance, and with the same remedies to the Landlord as in the case of default In the payment of rent as heroin provided. (b). Tenant shall at all times keep the Leased promises Including maintenance of exterior entrances, all ' glaso and window moldings, and all partitkxrs, doors, fixtures, equipment and appurtenances thereof including lighting, heating and plumbing ftxtur", escalators, elevators, and any air conditioning system in good order, condition and repair including reasonably periodic painting as determined by Landlord, except for structural portions of the premises which shall be maintained by Landlord, but if Landlord is required to make repairs to structural portions by reason of the acts or omisslons of Tenant, It's agents, employees or Invitees, landlord may add the cost of such repairs to the rent which shall thereafter become due. LANDLORD/TENANT RESPONSIOIu TIES TO PRENISIS e. Landlord gives to Tenant exclusive control of premises and shall be under no obligation to Inspect said premises.. Tenant shall at once report In writing to Landlord any defective condition known to him which Landlord is reyulred to repair, and failure to so report such defects shall make Tenant responsible to Landlord for any Ilablllty Incurred by landlord by reason of such deflect. Notwithstanding any provision In this Lease to the contrary, Landlord shall not be responsible or liable to Tenant for any injury or damage from acts or omissions of persons occupying the Property adjoining the Leased Premises or .any part of the building of which the Leased Premises is a part, or fore y Injury or damage resulting to the( pant, or its property, from bursting, stoppage, or IeaKing of water, gas, sewer, or steam pipes or from any structural defect In the roof, exterior walls or the- like. Except as caused by whole or In part by the actions or Inactions of Landlord. USE u cpY 9. (a) Premises shall be used for and no other without the prior written consent of Landlord. Premises shall not be used for any Illegal purposes, nor in any manner to create any nuisance or trespass, nor In any manner to vitiate the Insurance or Increase the rate of insurance on premises, and subject to right of other Tenant's Issues. (b) Tenant shall operate 100% of the Leased Premises during the entire term of this Lease with due diligence and efficiency unless prevented from doing ' so by causes Tenarrt's control. Tenant shall conduct It's business In the Leased Promises during the regular beyond customary days and hours for such type of business In the city or trade area In which the Shopping Center/Office Is located and will keep the Leased Premises open for business during the same days, nights and hours as the majority of the chains and department stores located In the Shopping Center/Office. (e) During the term of this Lease Tenant shall not directly or indirectly engage In any similar or competing business within a radius of three miles from the outside boundary of the Shopping Center/Office. Tenant shall not perform any acts or carry on any practices which may injure the building or be a nuisance or menace to other tenants in the Shopping Center/Office. (d) Tenant will not at any time use or occupy the Demised Premises In violation of the certificate of occupancy rued for the building of which the Demised Premises form a part. If any governmental license or permit shall be required for the proper and lawful conduct of Tenant's business or other activity carried on In the Leased Premises or if failure to procure such license or permit might or would, In any way, affect Landlord, the Shopping Center/Office or the Leased Premises, then Tenant, at Tenant's expense, shall, at all times, comply with the requirements of each such license or pemnit: Tenant shall promptly comply with all laws and ordinances and lawful orders and regulations afflecting the promises hereby leased and the cleanliness, safety, occupancy and use of sane, including, without limitation, any zoning laws and ordinances affecting the Premises. (e) Tenant, at Tenant's sole cost and expense, shall promptly comply with all laws and ordinances and lawful orders and regulations affec*Ing the Leased Premises and the cleanliness, safety, occupancy, alteration and use of same, Including, but not limited to, the Americans with Disabilities Act of 1990 ("ADA'), as more fully set fbrth below, and the Clean Air Act. Tenant, at Its sole cost and expense, shall be responsible for complying with all applicable provisions of the ADA relating to: (A) the physical condition of the Leased Premises; (B) Tenant's policies and the operation of its business In or from the Leased Premises; and (C) Tenant's employment and employment related practices. Landlord shall have no responsibility whatsoever for compliance with the ADA within the Leased Premises. Tenant shall indemnify, defend and hold harmless, Landlord from and against any and all claims, actions, damages, liability, cost and expense, Including attorney fees, in connection with or resulting from compliance or noncompliance with the ADA relating to those matters described In Sub -parts (A), (B), and (C) above. (fl) Tenant agrees that Landlord shall have the right to prohibit the continued use by Tenant of any unethical or unfair method of business operation, advertising or Interior display, If, In Landlord's opinion, the continued use thereof would Impair the reputation of the Shopping Center/Office as a desirable place to shop or Is otherwise out of harmony with the. general character thereof, and upon notice from Landlord, Tenant shall forthwith refrain from 7 or discontinue such activ s. CONDMONa TO GRANT 10. The provisions against subletting elsewhere contained In this Lease shall not prohibit Tenant from granting concessions for the operation of one -or more departments of the business which Tenant is permitted by this Lease to conduct in or upon the Leased Premises; provided, however, that (a) each such concession may be granted only upon receipt by Tenant of the written consent of the Landlord and shall be subject to all the terms and provisions of this Lea$e; rrr rr--airl..rr..rLl� L. I ��J.��J �L _.. •__a_ • _ _ Tenant expressly convenants that It will not assign, mortgage or encumber this agreement nor under -let, suffier or permit the Demised Promises or any part thereof to be used by others without the prior written consent of Landlord In each Instance. If this lease be asslgned or If the Demised Premises or any party thereof be underlet or occupied by anyone other than Tenant without the express written consent of Landlord had and obtained, Landlord may Collect rent from the assignee, undertenant, or occupant and apply the net amount collected to all rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant or the acceptance of the assignee, undertenant, or Occupant as Tenant, or a release of the performance of the covenants on Tenant's part heroin contained. In the event the Landlord's written consent Is given to an assignment or subletting, tate Tenant shall nevertheless nmuln liable to perform all covenants and conditions thereto and to guarantee such performance by his assignee or sub -tenant QUIET ENJOYMeNT 12. The Landlord covenants that the Tenant, upon payment of the rent and additional rent above reserved, upon the due performance of the Covenants and agreements herein contained, shell and may at all times during the term hereby granted peaceably and quietly have, hold and enjoy the Demised Premlaes for the term of this Lease. However, the Landlord shall have no liability whatsoever to the Tenaht for any breach of this covenant occasioned by the acts or omissions of any transferee, successor, or assignee of the Tenant. TENANT NEGLECT 13. if Tenant refuses or neglects to repair property as required hereunder to the reasonable satisfaction of Landlord as soon as reasonably possible alter written demand, Landlord may make such repair without liability to Tenant for any los: or damage that may accrue to Tenant's merchandise, fixtures, or other property or to Tenant's business by reason thereof, and upon completion thereof,. Tenant shall pay Landlord's costs for making such repairs plus 20% for overhead, upon presentation of bill therefore, as additional rent payable with the next rent payment due under this Lease. Said bill shall Include interest at the highest legal rate on said cost from the date of completion of repairs by landlord. UTILITIES 13. Tenant shall be solely responsible for and promptly pay all charges for heat, water, gas, electricity and/or ar 3ther utility used or consumed in d Leased Premises. Should Landlord elect to supply the water, gas, heat, electricity and/or any other utility used or consumed In the Leased Premises, Tenant agrees to purchase and pay for the same as additional rent at the applicable rates filed by the Landlord with the proper regulatory authority. In no event shall Landlord be liable for an Interruption or failure In the supply of any such utilities to the Leased. Premises unless caused by the actions or inactions of the landlord. The Tenant shall use reasonable diligence In the conservation of these utilities. Nothing contained In this Section shall be construed as a representation by Landlord that any of said utilities are available at the premises. Tenant agrees to keep the Demised Premises heated and air- conditioned at such levels as may be reasonably required by the Landlord to protect the buildings and prevent clLssipation of the heat and air-conditioning In those areas Immediately adjacent to the premises. INSURANCE 14. (a) Llabllity Insurance. Tenant shall, during the entire term hereof, keep In full force and effect: bodily Injury and public liability insurance In an amount not less than ONE MILLION DOLLARS ($J6000,000.00) per accident and Injury; property damage Insurance In an amount not lea than THREE HUNDRED THOUSAND DOLLARS (#300,000.00); and workman's compensation Insurance In the maximum amount permitted under law. The policy shall name Landlord, and any appropriate person, firm or corporation designated by Landlord, and Tenant as Insured, and shall contain a clause that the insurer will not cancel or change the Insurance without first giving the Landlord thirty (30) days prior written notice. The insurance shall be In an insurance company approved by Landlord and a copy of the policy or a certificate of Insurance shall be delivered to Landlord prior to the Commencement Date. In no event shall the limits of said insurance policy be considered a limitation of liability of Tenant under this Lease. Landlord shall maintain public liability Insurance either through the purchase of Insurance or a self insurance plan on the Common Areas providing coverage in such amounts as may be determined by Landlord, but in no event less than RvE HUNDRED THOUSAND DOLLARS ($500,000.00), against liability for injury to or depth of any one person and ONE MILLION DOLLARS (ft,000,000.00) for any one occurrence, or In lieu of the foregoing a combined single bond of at • least ONE MILLION DOLLARS (#1,000,000.00). (b) Plata G Egg jpNAMp& The replacement of any plate glass damaged or broken from any cause whatsoever In and about the Leased Premises shall be Tenant's responsibility. Tenant shall, during the entire tern hereof, keep In hill force and effect a policy of plate glass Insurance covering all the plate glass of the Leased Premiers, in amounts satisfactory to Landlord. The policy shall name Landlord and any appropriate person, firm or corporation designated. by Landlord and Tenant, as insured and shall contoln a clause that the Insurer will not cancel or change the Insurance without first giving the Landlord thirty (30) days prior written notice. The Insurance shall be in an Insurance company approved by the Landlord and a copy of the policy or a certificate of Insurance shall be delivered to Landlord prior to the Commencement Date. (c) All Risk Insurance. Tenant shall at all times during the term hereof, and at It's own cost and expense, maintain In effect policies of insurance covering It's fixtures and equipment located on the Leased Premises, in an amount not less than one hundred (100%) percent of their actual cash value, providing protection against any peril Included within the standard classification of `All Risk" -together with Insurance against sprinlder damage, vandalism and malicious mischief. The proceeds of such Insurance, so long as this Lease remains In effect, shall be used to repair or replace the fixtures and equipment so insured, with the annual ad A aMd real Gesby and all ether eherges payable aeft--R-- All Ineu esWta taxes, and Shesi, g Genter/G11111lee Gpere" We -additi-enal rent under this 6ease fop one (4) year afte f*F herein such an rent insured ap4d — .—I provided shall narne the 6andkwd-w . nt OF less to the Imandlerel, to the extamt OF the (f) Lease to We Insurance Qpm, Tenant agneas that it will not keep, use, sell or offer for sale In or upon the Leased Premises an article which may be 'prohibited by the standard form of All Risk insurance policy. Tenant agrees to pay any Increase In premiums for All Risk Insurance that may be charged during the term of this Lease on the amount of such Insurance which may be carried by Landlord on said Leased Premises or the building of which they are a part, resulting from the type of merchandise sold by Tenant In the Leased Premises, whether or not Landlord has consented to the same. In determining whether Increased premiums are the result of Tenarres use of the Leased Premises, a schedule Issued by the organization making the Insurance rate on the Leased Premises, showing the various components of such rate, shall be conclusive evidence of the several items and changes which make up the Are Insurance rete on the Leased Premises. Tenant agrees to promptly make, at Tenant's cost, any repairs, alterations, changes and/or Improvements to Tenarrt's equipment In the L•sased Premises required by the company issuing Landlord's All Risk Insurance so as to avoid the cancellation of or the Increase In premiums on said Insurance. In -the event Tenant's occupation and use of the Leased Premises causes any Increase of premium In the fire and/or casualty Insurance rates on the Leased Premises or any part thereof above the rate for the least hazardous type of occupancy legally permitted In the Leased Premises, the Tenant shall pay the additional premium on the fire and/or casualty Insurance policies by nsason thereof. The Tenant shall also pay in such event, any additional premium on protection agalnst rent loss. Bills for such additional premiums shall be rendered by Landlord to Tenpnt at such times as Landlord may elect and shall be due from and payable by Tenant when rendered, and the amount thereof shall be deemed to be additional rent. {p) Walver_of Sub=atlon. Landlord and Tenant waive, unless said waiver should Invalidate any such insurance, their right to recover damages against each other to the extent the damaged party recovers for same from It's Insurance carrier. Any Insurance policy procured by either Tenant or Landlord which does not name the other as a named Insured shall, If obtainable, contain an express waiver of any right of subrogation by the Insurance company, Including but not limited to Tenant's workmen's compensation carrier, against Landlord or Tenant, whldwnw the case may be. All public liability and property damage policies shall contain an endorsement that either party, although named as an insured, shall nevertheless be entitled to recover for damages caused by the negligence of either party. INSURANCE DEFAULT BY TENANT 13. On default by Tenant In obtaining any Insurance required hereunder or delivering any policies or paying the premiums or other charges thereon as' aforesaid, it shall be the privilege, though not the obligation, of Landlord to effect fully such Insurance and likewise to pay any premiums or charges thereon. All sums so paid by Landlord and all costs and expenses Incurred by Landlord in connection thenewith, together with Interest thereon at the highest legal rate from the respective dates of Landlord's making of each such payment, shall constitute additional rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand. 10 DESTRUCTION OF PREMISES 16. If all or part of the leased Premises Is damaged or destroyed by fire or other casualty, this Lease and all of It's terms, covenants and conditions shall, subject to the provisions hereinafter set forth, continue in full force and effect. (a) In the event that the damage to the shopping center of which the Leased Premises Is a part Is so extensive as to amount practically to the. substantial destruction of the Shopping Center/Office, then and In that event, this Lease shall cease and the rent shall be apportioned to the time of the destruction. (b) In the event that the Shopping Center/Office Is not so destroyed as to require that the Lease be terminated as provided for In (a) above, then, provided that such lore Is Insured and that all of the proceeds of said Insurance coverage are made available to the Landlord by any fee or leasehold mortgagee whose Interest may be superior to the Landlord; and provided the destruction does not result in a termination or cancellation of an underlying ground lease, If -any; and further provided that the term of this I.eaae shall have at least three (3) years to run or 1n the +vent that sold Lease Is In ICs last three years provided that the Tenant herein agrees to extend the term of this Lease In accordance with the tonna and conditions of the section of this Lease dealing with Option to Renew, if any, then and In that event the Landlord shall repair and -rebuild to Shopping Center/Office with reasonable diligence. (d) In the event of, any loss or destruction which Is not provide for In Sections (a), (b) and (c) above, the Landlord may at It's sole option. elect to terminate this Lease effective the date of Ions or elect to repair the premises and have said lease continue In full force and eff subject to the provisions herein. To the extent that the loss or destruction of the Shopping Center/office of which the Leased Premises is a part substantially Interferes with the operation of the Tenant's business, thus required the Tenant to temporarily dose It's business to the public, the find minimum rental shall be abated from the date of such dosing to the date the damage shall have been substantially repaired so as to enable the Tenant to continue It's business. Tenant acknowledges and agrees that Landlord will not cant' Insurance of any .kind on Tenant's furniture and furnishings or on any trade fixtures, equipment, Improvements or appurtenances removable by Tenant under the provisions of this Lease, and that Landlord shall not be obligated to repair any damage thereto or replace the same except In the event of Landlord's gross negligence or misconduct. ' SUBORDINATION 17. This Lease Is subject and subordinate to all ground or underlying leases which may now or hereinafter affect the Heal property of which the Demised. Premises form a part and to all mortgages which may now or hoWnefter affect such leases or the real property of which the Demised Premises form a part and to all renewals, modifications, consolidations, replacements and extensions thereof, provided that such mortgages shall provide that this Lease may not be cut off by foreclosure so long as Tenant shall not be In default In the perbrmance of any Tenant's obligations hereunder. This clause shall be self -operative and no further Instrument of subordination shall be required by mortgagee. In confirmation of such subordination, Tenant shall execute promptly any certificate that Landlord or mortgagee may request. Tenant hereby constitutes and appoints Landlord as Tenant's attorney-in-fact to 11 execute any such certificl or.certificates for and on behalf of'l� .,nt. Tenant agrees that at any time and from time to time within ten days following written notice from the Landlord it will execute, acknowledge and deliver to Landlord or any proposed mortgagee or purchaser, in recordable form, a statement in writing certifying that this Lease Is unmodified and In full force and' effect or If there shall have been modifications, that the same Is in full Ibrce and effect as modified and stating the modifications, that there are no defenses or offsets thereto or stating those claimed by Tenant and the dates to which the rent and other charges have been paid In advance; If any, and stating whether or not the Landlord Is In default In the performance of any covenant, agreement, or condition contained In this Lease, -and, If so, spedfylno each such default and setting forth such other matters and Information as may be reasonably required from a prospective mortgagee or purchaser of the Shopping Center/Office, It being Intended that any such statement delivered pursuant to this Section may be railed upon by any prospective purchaser of the fan or any mortgagee thereof or any assignee of any mortgage upon the fee*of the Demised Premises. Failure by the Tenant to comply with the provisions of this Section shall make the Tenant liable for all cosh and damages suffered by the Landlord as a result of said failure to act. CONDEMNATION 18. In the event that the whole of the Shopping Center/Office shall be lawfully condemned or taken In any manner for any pubik or quasi -public use, this Lease and the term and estate hereby granted shall forthwith cease and terminate as of the data of actual taking. In the event of a condemnation or taking of a substantial pert of the Demised Premises so as to destroy the usefulness of the premises for the purpose fbr whkh the premises were leased. Tenant shall have the right, by delivery of notice in writing to Landlord with thirty (30) days after the vesting of title, to terminate this Lease and the term and estate hereby granted as of the date of actual taking. If the whole of the Common Areas In the Shopping Center/Offlos shall be acquired or condemned by eminent domain for any public or quasi -public use or purpose, then the term of this Lease shall cease and terminate as of the date of title vesting In such proceeding unless Landlord shall take Immediate steps to provide other parking facilities substantially equal to the previously existing ratio between the common perking areas and the Leased Premises, and such substantially equal parking facilities shall be proved by Landlord at Its own expense within ninety (98) days from the date of acquisition.' In the event that Landlord shall provide such other substantially equal parking facilities, then this I.easa shall continue In full force and effect. In any event, Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. In the event of a partial condemnation which Is not substantial enough to destroy the usefulness of the premises for the purposes for which they were leased, or In the event Tenant shall not terminate this Lease within the time above limited, Landlord shall, provided that the proceeds of the condemnation award are made available to the Landlord by any fee or leasehold mortgagee whose Interest may be superior to that of the Landlord; and further provided that the condemnation does not result in a termination or cancellation of any underlying ground lease, promptly, but subject to -reasonable delays, restore the Demised Premises to an architectural unit as nearly like it's condition prior to such taking as shall be practicable, not Induding Tenant's fixtures, furnishings, floor coverings, equipment, stock, or other personalty, and this Lease shall continue In Holl force and effect, except that, effective as of the date of actual taking, the fixed minimum ivnt shall be diminished by the amount representing the part of said rent applicable to that portion, If any, of the Demised Premises which Is so condemned or taken. In the event of termination In any of the cases herein above provided, this Lease and the term and estate hereby granted shall expire as of such taking In the.same manner and with the same effect as If that were the date hereinbefore set for the expiration of the term of this 12 Lease, and the rent shalit apportioned as of such date. In the event of any condemnation or taking mentioned In this Sermon, whether or not this Lease shall be terminated, Landlord shall be entitled to receive the entire award In .the condemnation proceeding without deduction therefrom for any estate vested by this Lease In Tenant, and Tenant shall receive no part of such award.. Tenant hereby expressly assigns to Landlord any and all right, title, and Interest of Tenant now or hereafter arising In or to any such award or any part hereof. Although all damages in the event of any condemnation are to belong to the Landlord whether such damages are awarded as compensation for diminution In value of the leasehold or to the fee of the Leased Premises. Tenant shall have the right to claim and recover from the condemning authority, but not from Landlord, such compensation as may be separately awarded or recoverable by Tenant In Tenant's own right an account of any and all cost or loss to which Tenant might be put In removing Tenanes merchandise, fumtture, fixtures, leasehold Improvements and equipment, as well as any award given for the unamortized value of Tenant's Improvements, excluding those paid for by Landkxd. INDEMNIFICATION OF LANDLORD 19. Tenant will Indemnify Landlord and save It harmk m from and' -against any and all claims, actions, damages, liability and expense In connection with loss of life, personal Injury a6d/or damage to property arising from or out of an occurrence In, upon or at the Leased Promises, or the occupancy or use by Tenant of the Leased Premises or any part thereof, or occasioned wholly or In part by any act or omission of Tenant, It's agents, contractors, employees, servants, lessees or concesslonalres. In can Landlord shall, without fault on it's part, be made a party to any litigation commenced by or against Tenant, then Tenant shall protect and hold Landlord harmless and shall pay all costs, expenses and reasonable attorneys' fees Incurred or paid by Landkxd In connectlon with such litigation. Tenant shall also pay all costs, expenses and reasonable attorneys' flees that may be incurred or paid by Landlord In enfbrdng the covenants and agreements in this Lease. ` BROKER'S COMMISSION 20. Tenant represents and warrants that there are no claims flor brokerage commission or finder's fees In connection with the execution of this Lease, and Tenant agrees to Indemnity the Landlord against and hold it harmless from all liabilities arising from any such claim Including, without limitations, the cost of counsel fees In connection therewith. PARKING AND COMMON AREA 2E. The parking area, empkWee parking space, driveways, entrances and exits and all other common areas and facilities provided by landlord fbr the general use, In common, of Tenants, their employees and customers, shall at all times be subject to the exclusive control and management of Landlord, and Landlord shall have the right to establish, modify, change and enforce uniform and non -dlscrlminatory rules and regulations with respect to the parking area, employee parking area, and other Common Areas and facllltles herein above mentioned, and Tenant agrees at all times to abide by and conform to such rules and regulations. Tenant agrees that It and It's officers and employees will park .their automobiles only In such space as Landlord may from time to time designate as employee parking space, which may at the election of Landlord, be adjacent to the Center and separated therefrom by Intervening streets. 13 Landlord shall have the rignt to dose any part of the parking area or the employee parking space or other Common Areas and facilities for such time as Landlord In It's sole discretion deems necessary for the benefit of the Shopping Center/Mce. All Common Areas and fadlltles not within the Leased Premises which Tenant may be permitted to use and occupy are to be used and occupied under a revocable license, and if any such license be revoked, or If the amount of such areas be diminished, Landlord shall not be subject to any Ilablllty nor shall Tenant be entitled to any compensation or diminution or abatement of rent, nor shall such revocation or diminution of such areas be deemed consftctive or actual eviction. DEFAULT' 22. If Tenant shall default in the payment of any rent or other payments required to Tenant or any part thereof, and If such default shall continue for five days after the payment shall be due; or If Tenant shall default In the performance or observance of any other agreements or conditions on It's part to be performed or observed, and If Tenant shall fail to are,said default within ten days ager notice of said default from - Landlord; or If any person shall levy upon, take, or attempt to take this leasehold Interest or any party thereof upon exacutlon, attachment, or other process of law; or If Tenant shall default with respect to any other lease between It and Landlord; or If the premises shall be deserted, vacated, abandoned, or business operations shall not be conducted dm*in for a perlod of three or more days; or if this Lease or any Interest therein shall by operaition of law d"ve upon or pass to any person or persons other than Tenant; or if Tenant shall fell to move Into and take possession of the Demised Premises and open for business within 30 days after Landlord's giving notice to Tenant that the Demised Premises are ready for occupancy by Tenant, then, In any of said cases Landlord lawfully may Immediately, or at any time thereafter and without any further notice or demand, terminate this Lease and, Tenant will forthwith quit and surrender the Demised Premises, but Tenant shall remain liable as hereinafter provided. If this Lease shall be terminated as provided In this Seddon: The Landlord mpy Immediately, or any time thereafter, re-enter and resume possession of the Demised Premises and remove all persons and property therefrom either by summary dispossess proceedings or by a suitable action or proceeding at law or In equity, or by force or otherwise, without being liable for any damages therefore. No re-entry by the Landlord shall be deemed an acceptance of a surrender of this Lease. The Landlord may relet the whole or any part of the Demised Premises for a period equal to, or greater, or less than the remainder of the term of this Leese, at such rental and upon such terms and conditions as the Landlord shall deem reasonable, to any tenant or tenents which it may deem sultable and satisfactory br any use and purpose which It may deem appropriate. In no event shall the Landlord be, liable In any respect for failure to relent the Demised Premises or In the event of such reflecting, for failure to collect the rent thereunder. Any sums received by the Landlord on a reflecting In excess of the rent reserved In this Lease shall belong to the Landlord. EXPENSES OF ENFORCEMENT 23. In the event any payment due Landlord under this Lease shall not be paid on the due date, said payment shall bear Interest at the rate of fifteen (15%) percent per annum from the due date until paid unless otherwise specifically provided herein, but the payment of such Interest shall not excuse or cure any default by Tenant under this Lease 14 In no event, however, she )e Interest rate charge pursuant herl or pursuant to any other provision of this Lease be greater than the maximum rate permitteu by law. In the event that Is shall be necessary for Landlord to give more than one (1) written notice to Tenant of any violation of this Lease, Landlord shall be entitled to make an administrative charge to Tenant of Twenty-Five'($25.00) Dollars for each additional notka. Tenant recognizes and agrees that the changes which landlord Is entitled to make upon the conditions stated In this Section represent, at the time this Lease Is made, a fair and reasonable estimate and liquidation of the costs of Landlord In, the administration of the Shopping Center%Ofriee resulting from the events described, which costs are not'contemplate or Included In any other rent or charges to be paid by Tenant to Landlord under this Lease. Any ' charges becoming due under this Section of this Lease shall be added to and become due with the next ensuing monthly payment of Fbo6d Minimum Annual Rent and shall be collectible as a part thereof. LEGAL EXPENSES 24. In the event that Is shall become necessary for Landlord to employ the services of any attorney to enforce any of It's rights under this Lease or to collect any sums due to It under this Lease or to remedy the breach of any covenant of this Lease on the part of the Tenant to be kept or. performed, regardless of whether suit be, brought, Tenant shall pay to Landlord such reasonable Fee as shall be charged by Landlord's attorney for such servkes. Should suit be brought for the mcovery of possession of the Leased Premises, or fbr rent or any other sums due under this Lease, or because of the breach of any of Tenant's covenants under this Lease, Tenant shall pay to Landlord all expenses of such suit and any appeal thereof, including a reasonable attorneys' fee. SIGNS 23. Tenant may Install and maintain electric or other artistic signs capable to being illuminated, advertising It's business or products sold In the Demised Premises, provided that Tenant obtains the necessary permits from proper governmental authorities fior the erection and maintenance of said sign, and the prior written approval and consent of the Landlord as to size, type, design and location of the sign on the promises, which approval will not be unreasonably withheld. Signs Installed by Tenant shall be non -audible and non -flashing. FORCE MMEURE 26. In the event that either party hereto shall be delayed or hindered In or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor troubles, Inability to procure materials, (allure of power, restricting governmental laws of regulations, riots, Insurrection, war or other reason of a like nature not the fault of the party delayed In performing work or doing acts required under the terms of this Lease, then performance of such act shall be excused for the period of such delay. The provisions of this Section shall not operate to excuse Tenant from the prompt payment of rent, percentage rent, additional vent, or any other payments required by the terms of this Lease. HOLDING OVER 27. If the Tenant shall occupy said promises with consent of the Landlord after the expiration of this Lease and rant Is accepted from said Tenant, such occupancy and payment shall be construed at an extension of this pease fbr the term of one month only from the date of such expiration and ooaupatlon thereafter shall operate to extend the term of this Leese for but one month at a time unless other terms of such extension are endorsed hereon in writing and signed by the parties hereto. In such event, If either Landlord or Tenant desires to terminate said occupancy y at the end of any month after the termination of this Lease, the party so desiring to terminate the some shall give the other party at least 30 days written 15 notice to that effect. RUBBISH REMOVAL 28. The Tenant shall keep the premises clean, both inside and outside, at It's own expense, and will remove the ashes, garbage, excelsior, straw and other refuse from said premises. The Tenant shall not burn any materials or rubbish of any description upon said premises. Tenant agrees to keep all accumulated rubbish In covered containers and to have same removed regularly, and to store the same In those areas of the Shopping Center/office designated by the Landlord from time to time for the storage of rubbish awaiting collection. If no such area Is designated by the Landlord, then to store sold rubbish awaiting collection within the Interior of the Leased Premises. All contractors employed by Tenant for removal of refuse and rubbish must be approved, In advance of employment, In writing by Landlord. In the event the Tenant, falls to keep the Demised Premises and other portions theretofore described In the proper condition, the Landlord may cause the same to be done for that Tenant and the Tenant hereby agrees to pay the expenses thereof on demand, as additional went. GENERAL CONDITIONS 29. This Lease shall be subject to the following general conditions: (e) If the Tenant shall default In the'perlbrmance of any covenant or condition In this Lease required to be performed by the Tenant, the Landlord may perform such covenant or condition br the. account and at the expense of the Tenant - If the Landlord shall Incur any expenses, Including reasonable attorneys' fees, in Instltuttng, prosecuting or defending any action or proceeding, Instituted by reason of any default of the Tenant, the Tenant shall reimburse the Landlord br the amount of such expense or additional rent The provisions of this Paragraph shall survive the termination of this Lease. (b) Landlord hereby reserved the right to make alterations or additions to and to build additional stories on the building In which the premises are contained and to build adjoining the same. Landlord also reserves the right to construct other buildings or improvements in the Shopping Center/Office from time to time and to make aitwations thereof or additions thereto and to build additional stores on any such building or buildings and to build adjoining same. (c) If any excavation shall be made upon land adjacent to the Leased Promises, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter upon the Leased Premises for the purpose of doing such work as Landlord shall deem necessary to preserve the wall or the building of which the Leased Premises form a part from Injury or damage and to support the same by proper foundations, without any claim for damages or Indemnification against Landlord dor diminution or abatement of rent. (d) No failure of Landlord to exercise any power given Landlord hereunder, or to insist upon strict compliance by Tenant with It's obligation, hereunder, and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver of Landlord's right to demand exact compliance with the terms. (e) This Lease and the Exhibits, and Riders, If any, attached hereto and farming a part hereof, contain all the covenants, promises, agreements, conditions, representations and understandings between Landlord and Tenant with respect to the subject matter hereof, and supersede any prior agreements between the parties hereto, with respect to the subject matter hereof. Tenant hereby acknowledges that there are no covenants, promises, 16 agreements, conditions, 3resentations or understandings, elf • oral or written, between the -parties hereto, other tnan those set forth herein or provided for herein, with respect to the subject matter hereof. Tenant further acknowledges and represents that It has not relied on any covenants, promises, agreements, conditions, representations or understandings, either oral or written, other than those set forth herein or provided for herein, with respect to subject matter hereof, as an Inducement to enter Into this Lease. No alteration, amendment, change or addition to this Lease' shall be binding upon Landlord or Tenant unless reduced to writing and signed by each party. This Agreement Is not Intended to confer upon any person other than the parties hereto any rights or remedies hereunder. (f) Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws In the event of Tenant being evicted or dispossessed of the Leased Premises by mason of the violation by Tenant of any of the covenants or conditions to this Lease, or otherwise. (g) Tenant waives all homestead rights and exemptions which he may have under any law as against any obligations owing under this Lease. Tenant hereby assigns to Landlord his homestead and exemption. (h) Tenant agrees not to change the adveMsed name of the business operated In the Leased Premises without the written permission of the Landlord. (1) All rights and liabilities herein given to or Imposed upon the respective parties hereto shall extend to and bind the several respective heirs, executors, administrators, successors, and assigns of the said parties and If there shall be more than one tenant, they shall all be bound jointly and severally by the terms, covenants and agreements herein. (f) Landlord may card the premises "For Sale' at any time and "For Rent" thirty (30) days before the termination of this Lease. Landlord may enter the premises at reasonable hours on reasonable advance notice to exhibit same to .prospective purchasers or tenants and to make repairs required of Landlord under the terms hereof, or to make repairs to Landlord's adjoining property, If any. (k) In cases which this Lease provides for the settlement of a dispute or quaMon by arbitration, the some shall be settled by arbitration before throe arbitrators unless dee Landlord and Tenant shall agree to one arbitrator designated by the American Arbitration Association and In accordance with dee rules of such association. The expense of arbitration proceedings conducted hereunder shall be bome equally by the parties. (1) Tenant agrees that whenever is It necessary to avoid a strike, boycott or other work stoppage in or about the Shopping Center/Ofice that Is will employ union labor for the purpose of making any alterations, addldons or Improvements on or about the Demised Premises. (m) Tenant agrees, at It's own expense, to promptly comply with all requlrements of any legally constituted public authority made necessary by reason of Tenant's occupancy of the Leased Premises. (n) space in the Shopping GembWOPRes agree 1! 7 op. -M.4 —A n ierehamts, asseeiation, it F"ermant—W ANOMP'NUM", pay all PORGRANNIZ -I- and (o) In every Instance where Landlord's approval is required, said approval shall not be unreasonably withheld. (p) CopfidennaIlly. Tenant agrees that It shall not disclose the terms of this Lease to persons who are not parties to this Agreement unless required by lawful court order or otherwise by law. Tenant recognizes and agrees that the subject of this Paragraph Is unique 17 and that the failure of I cant to perform or flulfill Its obllgat s hereunder will result In ' Irreparable harm to the Landlord. Accordingly, Tenant agrees and consents that specific performance of the terms of this Paragraph and/or other equitable relief may be obtained through the Courts of the State of Florida. However, equitable relief shall not preclude any action for damages arising from a violation of the provisions of this Paragraph. (q) In every Instance where Landlord's consent or approval Is required, the consent or approval shall not be unreasonably withheld, denied or delayed. NOTICES 36. Tenant hereby appoints at It's agent to recelve service of all dispossessory or distraint proceedings and notice thereunder and all notices required under this Lease, the person In charge of Leased Premises at the time of occupying sold promises; and If no person Is in charge of or occupying said premises, then such service of notice may be made by attaching the samq on the maln entrance of sold premise. A copy of all notices under this Lease shall also be sent to Tenant's last known address, If different from sold premises. Any written notice -required by this Lease must be served by certified or registered mall, postage prepaid, addressed to the Intended recipient, at the address flni't herein above given or at such other address as said party may designate from time to time by written notice. RECORDING OF LEASE 31. Landlord, In order to protect the benefits of this Lease for the Tenant, may whenever Landlord deems necessary, record this Lease , and abstracts and memorandums thereof, whether required or permitted by law, In whatever states or jurlsdletion In which the same Is recordable, at Tenant's sole cost and expense Including, but not limited to, the raeording fees, taxes and all other costs and expenses of recordation. Simultaneously with the execution of this Lease, the parties agree to execute a memorandum of lease for recording purposes. VALIDITY OF LEASN 32. This Lease and the attached exhibits contain the entire agreement between the parties and shall not be mociffled In any manner except by an Instrument In writing executed by the parties. If any term or provision of this Lease, or the application thereof, to any person or dreumstance shall to any extent, be Invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which It Is held Invalid or unenforceable, shall not be of lad thereby and each term and provision of this Lease shall be valid and be enforced to the fullest extent permRted by levy. LIABILITY OF LANDLORD 33. Tenant shall look solely to Landlord's Interest In the promises and the -Shopping Center/Office of which the premises are a part for the satisfaction of any judgment or decree requiring the payment of money by Landlord, based upon any default under this Lease, and no other property of assets of the Landlord shall be subject to levy, execution or other enforcement procedure or satisfaction of any such judgment or decree. ARBITRATION 34. Notwlthstanding any of the foregoing, all disputes that arise In connection with this Agreement shall be settled by arbitration In the State of Florida pursuant to the rules of the 18 American Arbitration Asso( on for commercial arbitration using to arbitrator selected by each of the parties hereto and one arbitrator selected by the two awltrators so selected. The award rendered by the arbitrators shall be conclusive and binding upon the parties hereto and judgment may be rendered thereon by a court of competent jurisdiction. Foch party shall pay Its own expenses of arbitration and the expenses of the arbitrators shall be paid equally by the parties hereto; except that if any matter or dispute raised by a party or any defense or objection was unreasonable, the arbitrators may, in their discretion, assess as part of their award, all or any part'of the arbitration expenses (Including reasonable attorneys' fees) of the other party and of the arbitrators against the party raising any such unreasonable matter, dispute, defense or objection. CAPTIONS AND SECTION 35. The captions, sections, numben; article numbers, and Index appearing In this Lease are Inserted as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such sections or articles of this Lease nor In any way affect this Lease. ADDITIONAL PROVISIONS 34. The following provisions are to be construed as part of this lease and to the extent that' the provisions of this Section are Inconsistent with the preceding sections of this Lease, these Sections shall prevall: .r1 ? 37. The basic rent for thiL period from i 0RS 2through able in 20f� shall be G 5 7 (# ` _1 DOLLAper month, pay advance on the first day of each month. 3d. Subject to the adjustments hereafter provided, Tenant shall pay In addition to the basic monthly rent provided in Paragraph 36 hereof f `f Wit-0iDollars per month on the first day of each month as an estimate of Tenant's proportionate share of the utilities used by Tenantr the real property taxes as defined In Paragraph 3(b) hereof and It's proportionate shbm of the cost of Insurance as defined In Paragraph 3(c) hereof, and It's proportionate shave of Operating Expenses as dedfned in Paragraph 3(d) hereof 39. In addition to the bask rent and Tenant's share of expenses which are to be paid to Landlord hereunder, Tenant shall also pay to Landlord on a monthly basis the Florida Sales Tax and any other taxes which may hereafter be Imposed,r l as more spedficaify provided In Paragraph 3(f) of this Lease. 40. I wgo Renewal gpMan e_'sa an thg c2anumer Price Index (C ). While this Lease Is In full force and effect, provided that Lessee Is not In default of any of the terms, covenants, and Lease �ltf��s thereof{�� addl�lonal term(s) of, right or option to ,..� {�)�yeaK� original term of this vtiF- Such extension or renewal of the original term shall be on the same terms, covenants, or conditions as provided for in the original term except that the rental during the option period shall be increased on an annual basis for each renewal period determined by multiplying the base rental during the primary term by the percentage Increase In the Consumer Price Index, as prepared by the United States Bureau of labor Statistics, CPI as used herein shall mean the Consumer abor itevlewindex The base rental shall b determineded by the United States an an annual al'Labor Statistics of the basis. Monthly The percentage Increase shall'be determined by subtracting the CPI for the eighth month prior to the beginning of the Lease Term from the CPI for the eighth month prior to the end of the LeaS Term and dividing of the Lease Term tlfaan increase t difference shall be applicable for each mothe CPI for the eighth monthnth during such threrior to the e date 19 IK O Index that Is most recent the date in question. If the publication of the CPI should be discontinued or the base year changed, the parties hereto shall thereafter accept comparable statistics on consumer prices for the United States as they shall be computed by an agency of the United Statas or by a responsible financial periodical of recognized authority then to be selected by the parties hereto, or If the parties cannot agree upon a selection, by arbitration. In the event of use of comparable statistics In place of the CPI as above mentioned or publication of the Index figure at other than monthly intervals, there shall be made n the method of computation herein provided for such revisions as the circumstances may require to cony out the Intention of this provision In any equitable manner, and ariy dispute between the parties as to the making of such adjustment shall be determined by arbitration. Should arbitration become necessary br the resolution of a dispute under this Subparagraph, It shall be conducted according to the appropriate rules of the American Arbitration Association . In the event Lassee elects to exercise the option herein described, Lessde shall so notify Lessor In writing no later than Thrae (3) monthe prior to the expiration of the terms of this Lease. In no event shall the rental In the renewal term be below the rental In the original terns of the Lease. Y N W I T N E s S W H E R E O E, the parties have hereunto set their hands and seals the day and year first above written to this Lease Agreement to which has been annexed Exhibit "A" (Lease Floor Plan). WITN Iii: LANDLORD: FOUR SONS PLAZA LLC ROBERT NEBB TENANT: By:_ GUARANTY j, � tel, 5 . absolutely and unconditionally guarantees the performance by Tenant of its obligation under the above written Lease. 20 e PAGE 2A Upon execution of this lease Agreement Tenant sh II pay a total of 9.2 Dollars of which Landlord acknowledges he has received the amount of i �7 �'� — _ . Dollars of this amount. These monies shall be applied as follows: 1. ; i -to the first month's rent, CAM payment and Flq jda Sales Tax 2. to the security deposit O J cD rr wv. tJ 11 3, $ __ ___ —toward the last month's rent The base rent during the Initial Three (3) year period shall be as follows: Monthiy 1 2,2 w `r 3 3 n 21 BOYNTON RA BEACH CRA BOARD MEETING OF: April 11, 2017 X I Consent Agenda I I Old Business I I New Business I I Legal I I Information Only I I CRAAB AGENDA ITEM: VIII.I. SUBJECT: Approval of Paul Smith for Commercial Facade Improvement Grant Program SUMMARY: The Commercial Facade Improvement Grant provides assistance to facilitate the exterior improvement of existing commercial properties within the Boynton Beach Community Redevelopment Agency District. Paul Smith is the property owner of the warehouse located at 800 NE 3rd St, Boynton Beach, FL 33435. They are applying for reimbursement for exterior cleaning/painting which is eligible under the grant terms. See attached proposal totaling $8,200. The Commercial Fagade Improvement Grant Program provides a 50% reimbursement of the applicant's expenditures for the eligible improvements up to a maximum grant total of $25,000. If approved the applicant is entitled to $4,100 in reimbursable funds. The Commercial Facade Improvement Grant is reimbursable once the proper reimbursement documentation is submitted to CRA staff. FISCAL IMPACT: $4,100 — Project Fund 02-58400-444 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Approve the Commercial Facade Improvement Grant not to exceed $4,100 to Paul Smith for the property located at 800 NE 3rd St, Boynton Beach, FL 33435. Michael Simon, Interim Executive Director iMot, P "8TOC iCRA ED 4A O@Wbsr 1, 2016 - September 30, 2017 V &Oy N7. ON e BOYNTON BEACH COMMUNITY REDEVELOPMENT AQENCY EACH 04 COMMERCIAL FACADE IMPROVEMENT BRANT PROGRAM Program Rules & Requirements The Commercial Fagede Improvement Grant Program Is designed to help facliltete the aideermar Improvement of o ting commercial properties within the Boynton Beach Community Redevelopment Aoency who expend prlva'be seDistrict fords providing �t� that result IreImbweablen more visuarub to lly owners and tisnar�e pealing commercial properties. Projects that enhance commardal property Wtdn the CRA DIWat may quaft for° reimbursement of up to 50% of the applkaWs project budget (up to 05.000) for approved exterior IIIverrbnt proms. ApplCants are encour to take advantage of the City of Boynton Beach's PACE Progrem to help defer the cost of Iu"ling energy strident Items above. Information regarding the PACE Program Is available on Ins at hgpg6M .bovntan1NM.ord 9Men1,Eg0e_lawram chip or by conlaaft the City at 561-742-6067. Attached Is the ReNew PACE Elldble Product Ust. r, INCENTIVE FUNDING .be purpose of the program Is to en00WUg0 commerdal Props* owners to upgrade their properties by Improving the external appearance of Viek business and to.enoowage businesses to Invest In their operations. The result will halt deterioration, stabiles property values, ImprovaAg grade appearance of the area and facilitate and encourage redevelopment activity In the target area. Through the Comrnercl al Fagade Improvement Grant Program, CRA will provide, on a reimbursement basis. a 50% matching grant for eligible fagade 4npvvwmnt% up to a total of twenty five thousand dollars ($25,000). By submitting an application the Applicant admowledges that the grant reimbursement program Is In place to further the goals and objectives of the CRA and that the CRA Board reserves the right b approve or deny any application under the grant program and to dlecontimm payments at any tires if. M Its sole and absolute discretion, it daterrnines that the business will not advance the goals and objectives established for the redevelopment of the CRA District. Eligibility Requirements Eligible Improvements for this program Includes • Painting Shutter* e Awnings/canopies Urdu Pop Iota 710 Nath Fedend H#gtmy. Hoynft ilk FL 33435 — Phow 561-737-3256 Fay $61-737.3258 Decorative exterior fagade Improvements ® Exterior doorahwindows • Landscaping around the building Irrigation ' Parking lot re -paving, re -sealing. m -striping Exterior lighting • Patio or decks connected to the building Exterior wall repairs (e.g. stucco. brick or wood repairs and replacement) ADA Improvements • Signage • Fencing (excluding : chain Ilnk, barbed wire, and wood panels) 4 Demolition of structure and (re)sodding of vacant property Electric vehicle charging station -See Attached Renew PACE Eligible Product LW hlghtighlad Solar electricity and water heating --See Aid Rehewv PACE Eligible Prodi List highlighted In addition. the following rules aro applicable to this program: 1. The program Is available only 1br propertbs boated within the CRA District. Nobs: See attached CRA District Map. 2. Facade Improvements must be consistent with the CRKe Design des. Nobs: CRA Design Guldellnes are available on the CRA webeft e httnJfwww.catchb oynton.com 3. The program Is for commercial properties and businesses only. Commercial businesses must be properly licensed with the City and County. Non-profit uses and residentially, zoned propertles (Including multl4amlly unit apartment buildings and duplexes) ars NOT eligble. The property owner must be the applicant However, If the property Is currently leased to a tenant, than the Application and Agreement must be jointly executed by both the owner and the tenant. 4. All work MW be done In compliance with salkable City of Boynton Beach Building Codes and Land Devebpmert Regulations. All oontractors MIM be lensed In Boynton BeadUPslm Beach County. Please contact the City of Boynton Bead Development Department regarding the proposed work to be perlbrmed prior to submitting a fagsds grant application. 5. Grant funding amounts will be based on the applkosinfe project budget gxxd ed at the time of the CRA approval. Palo 2 of 8 710 No* Federal Highway, Boyson Beady FL 33435 -Phase $61-737-3256 Fax 361-737-3258 ooFjM.i 6. Project Items completed and paid for mors than Wy (60) days prior to grant approval by the CRA Board are not eligible for reimbursement under the grant program. Items completed and paid for by the applicant prior to CRA Board approval may be moduded and/or denied at the CRA Board's sole dbmvdon if the CRA Board determines the Improvements are not oonsistent with the ORA's Design Guidelines. 7. The applicant must complete the Page de Improvement project and submit for reimbursement within 120 days of the grant award. For projects requiring a permit, completion and submittal for reirnburam, ant must occur within 120 days of the Issuance date of the project permit. At the CRA's sole discretion, the CRA may gnat one 30 day adndnlstmtive extension for good cause. Failure to complete the fageds Improv6ments within the time limit will result In a denial of grant funding. S. Grant funds will be reimbursed exclusively for approved work and approved change orders. 0. The Commercial Fagade Improvement Grant Program may only be used one time in any five year period for any one prope*. Properties may ripply for additional grants any time after flve years from previous grunt approval. IN 11. App and CRA Board approrral of this grant Is for funding only. Approval of CRA grant funding Is NOT approval of any type of City processes including, but not limited to, permits and site pin modification. AppAclant must apply for permits and aft plan modification tteough the appropriate departments at the City! All commercial projects require permitting and alis plan modification reviews. It is the responsibility of the Applicant to obtain all necessary City aPPro� 11. APPUCA710N PROCESS Appikartbns can be obtained from ttw CRA office located at 710 North Federal Highway, Boynton Beach, Florida 38436 or downloaded from www.catchbovntw&Wn. All applics are required to most with CRA ateif In order to determine aligblllly before submitting an apptostlan. Funding requests will not be considered until ail required docsnnentatbn Is submitted to the CRA of floe. The CRA will administer the Commercial Fogsde Improvement Grant Program and fundkg. In addition to the appropriate City of Boynton Beach buffing Inspectbns, the CRA wM Inspect the work to determine the satisfactory completion of the work. MI Pqe 3 of $ 710 Nath FedUSIENbfty, BoyMm Book FL 33435 -Phone 561-737-3256 Fie 562-737-3238 Application to this grant program Is not a guarantee of funding. Funding Is at the sole discretion of the CRA Board. Applicants must submit an original, `hard coW application with aA materials to the CRA for review and approval by the CRA Board. Applications will be considered on a first-come, first -eared basis. Application packets must Include the folbwing documentation: Written detailed project budget describing the Improvemeft to be done to the property. It must list all project costs for which the applicant Is requesting reimbureement. The project budget must pnwlde a total cost of the project Cost estlmets(s) from a licensed contrackv(s) as specdled In the applicariVe project. budget Copy of Wamenty Deed Copy of Lease (df applicable) Plans or sketches If applicable Site plan and plant list for landscaps projects 7. Copy of permit recelpL N the permit has not been applied for prior to submission of the grunt application, a copy of the building permit receipt Is due within 90 days of grant approval A minimum of four (4) T x 6' color Obobre' photos of the project which must Ux4ude'public views" Signage design with cobra S materials proposed If applicable Project color chips, materiel samples, and material specifications. If applicable specifications. ATTACHED FQM TQ BE COMPLETED: Completed and signed application. W9 Form (attached). *City Planning & Development Dept. Acknowledgement Form (attached). *City Permit Dept. Aclmowledgement Form (attached *The above referenced City Forms must be completed and submitted to the appropriate departrnents bested at City Hall 100 E. Boynton Beach Blvd., Boynton Basal, FL 33436. Phone #661-742-8000. ill. REIMBURSEMENT PROCESS 1. Invoices, receipts or other acceptable evidence of payment fium all suppliers and licensed c ontraclor(s) that have bean marked "paid In full' Proposals for 'work to be comp~ or 'bids' are not considered proper documentation. Each loam will be suocoried by a ra16 Page 4 o(8 710 Noth Federal Highway, Hoyidam Beam, FL 33435 -4%m561-737-3256 Fax 361-737%3258 GM14"4 The only forms of cash payments that are acceptable as evidence of payment am cashiers checks and bank tranaft a. A copy of the cashiers check to the payee must be provided as prof of payment. If payment Is being made by a bark transfer, a copy of the statement from both payer and payee showing the transaction and/or a copy of the emalVtwd verification from both parties. 2. A "final release of lien" signed by each licensed contractor. See attached Sample of Final Release of Lien form. 3. Proof that the work has been approved by the City of Boynton Beach wilding Department 4. CRA hes received copies of final Inspection approvals for all work that requires a permit.. b. Entire scope of work for eligible Items Is completed. S. Applicant provides `afte photos. The Boynton Beach CRA Is a public agency and Is governed by the Tbrida Public Records Law" under Florida State Statutes, Chapter 11 tl. Any documents provided by the Appllcant(s) may be subject to production by the CRA upon recelpt of a pubk records request, subject to any exemptions provided by Florida Law. SU111111111881O11: AWUCATION 0 NOT A GUARANTEE OF FUNDING It is the reW=Ibltlty MWE. MUM ib READ AND UNDERSTAND al aspects of floc Gr arit Program's RuleslRequliti� and Alin. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any ortles. Including parties that performed work on the project. Nor shall Issuarua of a grant result In any obligation on the party of the CRA to any third party. The CRA Is not required to verify that entities that have contracted with the Applicant have been paid In full, or that such entitles have paid any subcontract= In full. Applicant's waranty that all bile related to the Protect for which Applicant Is directly responsible Is suffkient assurance for the CRA to award grant fundkV. Pop 3of8 710 Ncdh Fada W EgIrway, Boynton Bawk FL 33433 —Pl = $61-737-3256 Fax 361-737-32.58 ..`t x 0 b Q-YA tM w 00711479-1 APPI (CANT INFORMATION Name of Property j Owner. Ercall Address: 0 Sr 'r a c i n Q FA:E-r , f)E.+ Address of Property Owner:— crgr�srate:gEAc-h E I zip code: 334 f Phone # Dqy: 5;1 g j - a 3-x`-10 Evening: SCc " 5 23 — ' Ac � Legal description of the property ib be Improved: Name of Tenant: K Dllhrent,liom — -- - _ - ----- - � _- - Property Owner Email Address: Name of Buslnem Property Addrssa: Where Improvemerrte are being made. ap Code: Phone # Day: --_ Evening: Type of Busim s: — — - - Years of Operation: — Number of Annual Employees: Payroll: Number of Employsee retlding in Boynton Beech: Poo 6 of 8 710 Nath FedoW Hwy, eo'1ion > FL 33435 -Phom 561-737-3256 Ra 561-737.329 CM14i161 SUEMITT NO AN APPLICATION IB NOT A MJARANTEE OF FUNDING (fhepefW owner's afWwhure must be nobdzed) ~ 1� / — (Dab) Pimp" Owner ice) witness, (Date) ProperRy Owner--- ( ) STATE OF 7RM d A couNTY OF'1 Al r-rPP4 BEFORE ME, sn officer duly authorizad by law to administer oaths and talm Personally appeared } to I , I I, i k V) who Is personally knovrn to me or produced C`tpL-�i r ,y .` VI f1-2" ae identilicatton, and aclumWed he/she executed the fo � �� � x - ped repoh�p Apnsement ibr the use and purposes nentloned In It and that the Instrument Is hWher act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and o seal In the Gusts and County eforeeald on this 30 day of t i Arc i j- , 20i:�. NOTARY PUBLIC My Commission Expires: Will � RE6MIA �iALIJER: Noun° . F myC.o..:i hp7of8 710 Nw& F"1 Eibaay, BOYMM tea. FL 33433 --Fhm 361737-3256 Fax 561-737.3258 o0" IMI SUBMITTING AN APPLICATION tB NOT A GUARANTEE OF FUNDING (TWOMOusl mm oto & atnature must be r odart>d) Witness (Dabs) STATE OF FLORIDA COUNTYol: km'&bpp-4 Tenant/BuNness Owner (Date) TenantlBuslrms Owner (Dabs) BEFORE ME, an officer duly authorized by lawn to admf later oaths and take adcnowledgern®nis, personally appeared t '�l meth- -- who Is persormly known to me or produced :i -V. L t` (5 q tl as kfentillcation, and acknowledged he/she executed the foregoing Agreement !or the use and purposes mentloned In It and that the kubumsnt Is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal In the State and County afor+esald on this -� Q th day of CY) A tfi fi � $ 2®_,. NOTARY PUBLIC, n w CI -CA -UC My Comry"on Expires: .,�� �••• REQINA iALLIIRi Nowt' p"a • q� Ila Floes ' iry Camin. E�►M JM 84, n I$ � ComMI;11 n I Ff 111784 E I'�11111�1 Bi+Mr� TII' F 8ol8 710 NM& FedMd Hi IW", BOYRIM Hoop, FL 33433 -Phone 561-737-32% Fac 561-737-32.39 hF�� L i�" *.B -r -/H I CRA COMMERCIAL FACADE IMPROVEV ENT GRMT PROGRAIVt CITY OF BOYNTON BEACH PERMrr DEPT. ACKNOWLEDGEMENT FORM CRA Commercial Gmnt Applicant Z E-Y,k L I-- hse met with the CIV& Permit Dept. to revley the IrMto ementh OW will be done on the property locabed at R n Q 1.� P- 3 r, a S i- Pov �,Ymt3 %g . r- 1 33 43S List of Improvements. Cit/ of Boptm Beodi Permit Dept. Reviewed h : C--- Dabs: 2;`72 710 North Federal fthway, Boyntm Beech, FL 33435 —Phony 561-737-3256 FIX 561-737-3256 www.catchboyntm.com CRA COMMERCIAL FACADE IMPROVEMENT GRANT PROGRAM CITY OF BOYNTON BEACH PLANNING d, DEVELOPMENT DEPT. ACKNOWLEDGEMENT FORM CRA Commercial Grant Applicant: has met with the CWs PlennbV ' E Devebpment Dept. to review the Improvemerft at wll be done on the properly located at: 43aO QF— S"d Sm LrtoO Llet of In prum. nte: 334SS Cly of Boyrion Beach Planr*ig B Development DepL Reviewed by' Dde:iremen � 17 ps/ 7'L /' .1, "4 •FI CSF n &V of7�44-' IF _ Du1 ZAI.416- A460 62 -MM l dGA2s AW r'X.,el: i g . 7D 04 f4GE •. 710 Nmth Federal HWwmy, M*ftn Beach, FL 33435 -Phone 56i-7374256 Fac 561-787-325B �Y�ysAi �C�_i SAUTH PAUL] m Property detail Location 800 NE 3RD ST MunlaWllrY BOYNTON BEACH Parcel No. 08434521 180001090 Subdivision ARDEN PARK ADD iN 1 Book 11510 Page'76S Sale Date DEC -1999 5101 CANAL OR Mailing Address LAKE WORTH FL 33463 8011 Use Type .800 - WARENi DIST TERM Total Square Feet 9872 1 Sales Information Saks Date Pike DEC 1999 380000 JUL-1992 240000 '7 JUN -1990 303000 FEB.)990 5000 AUG -1983 58000 •'+ +etreea Appraisals Tax Year 2016 Improvement Value Land Vame Total Market Value All values are as of /anuary 1 st each Year Assessed/Taxable values Tax Year 2016 Assessed Value 5746.%38 cvo,ornnn 40,.,..,,. cn i Prepared by arld ret mAQ: JOSEPH M. IXE Dee -16-1999 09: Man 99-4961 12 ORB 1 1510 Pg 1765 Can 3$0, 888.08 Doc 2, GW. N 11MMU11"ll noROB 10041gN11lHis HARVEY, WADRF,LI, & MONAHAN 101 North J Street Lake Worth, Florida 33460 561-5854631 File Number: lSI111 TH Will Call _ (Space Abovc This Linc For Re ording Dstsl V0 V_ Warranty Deed Vv This Warranty Deed niaqtOhis 1.., day of December, 1999 between AEGEAN PROPERTIES, INC., a Florida Corporation whose po ddress is 26I7 Lake Drive North, Boynton Beach, Florida 33435, grantor, and PAUL J. SAUTH whose post off is 4is 5101 Canal Drive, Lake Worth, Florida 33467, grantee: (Whenever used herein the terms-gnntn_' d 'grantee' include all the panics to this instrument and the heirs• legal representatives, and assigns of individuals, and Bre successors and rations, trusts and tntstees) Witnesseth, that said grantor, consideration of the sum of TEN AND NO/100 DOLLARS ($10.t)U) and other good and valuable considerations t or in hand paid by said grantee, the receipt whereof is hereby acknowledged, has granted, bargained. and sold to �rantec, and granttt's It and assigns Corevcr• the follow in; described land, situate, lying and being in Palm Beacb unty, INloridn to -wit: Lots 109. 110, 111. 112 and I N PARK ADDITION, according to the Plat thereof recorded in Plat Book 2, page 96, Public ds of Paler: Beach County, i-7orlda. Together with that portion of alley between Lots i10 and I11, A PARK ADDITION as recorded In Plat Book 1, page 96, Public Records of Palm Beach Coun ,#—I�da. Parcel identification Number: 0843-454I=' VOD -1090 SUBJECT' TO zoning, restrictions, prohi nd other requirements imposed by governmental authority; restrictions and matters appea e6lat or otherMst common to the subdivision and public utility easements of record. Together with all the tencmcnt_s• hereditaments and appurt to belonging or in anywise appertaining. To Have and to Hold, the same in fee simple forever. And the grantor hereby covenants with said grantee that the grant ly seized of said land in fee simple; that the grantor has good right and lawful authority to sell and convey said I e grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all ns whomsoever, and that said land is free of all encumbrances• except taxes accruing subsequent to December 31, 1999. In Witness Whereof, grantor has hcrcunlo set grantor's hand and sealVt,-d�-d car first above w rtten. Douhlellntee • • i Signed. sealed and delivered in our presence: ORB 1 1510 Pg 17GG DOROTHY H. WILKEN, CLERK P8 COUNTY, FL AEGEAN PROPERTIES, INC. t Lu By: Witness N e: 05 , L IMMODORE G. MILLER ( /��'�-� _ ) y Presidcnt ,rte'; rt ffNORMA JAKE MHJktR Vice Presid---txt witness Name: nfp State of Florida County of Palm Beach The foregoing instrument was'14 President and NORMA JANE N They [__j are personally known to [Notary Sea[] Warrann• Oced - Page 2 (Corporate Scat) dged before me this dWof December, 1999 by THEODORE G. MILER, .cc Ptasident of AEGEAN PROPERTIES, INC., on behalf of the corporation. have produced Drivel's Licenses as identify 'on. otuy Public Printed Name: MARY DAY MY CWMMION / CC 666161 00Ftr'9• : Augull 27. 2DM Bawd Toru Wxy RSM Unatt W*fs My Commiuion Expires: 1 DoubieTtmea t fi� umud) - psnscing(djWmd - amnet t Mag bt"://mgjaakyahoo.com/ma4amch?.pmtuw=sbr.&.nmd-4lp4m4oj.- xr&T v mw m eat m*% rMRamv U-vmrM a L=n qm . 1 axnao,a Sack to AM MV f / 2 bibm nM Sven am T" (2m Propose Joe Buscemi 3/23/17 on awrah Mal Bnfflh Web 16 Home E3 A x x 561-294-3418 Paul smith 800 ne 3`' sftw 561-523-4940 North building Pressure clean all walls and trim Seal all walls Flexlock all hairline cracks. Paint all walls and entry doors 2 coats North side of building and overhead doors will not be painted. $3950.00 South building Pressure clean all walls and trim Seal all walls. Flexlock all hairline cracks. Paint all walls 2 coats. Paint all trim 2 coats. No worm to be done under garage area and ovcAmg, Sherwin Williams super paint on walls and trim 50% deposit required before starting job. -If you have any questions please call me Joe Buscemi $ 4250.00 � 2oo,Q o 1 1 3/308017 12:12 PM f 1 /31 /2017 BOYNTONCRA it BEACH CRA BOARD MEETING OF: April 11, 2017 X I Consent Agenda I I Old Business I I New Business I I Legal I I Information Only I I CRAAB AGENDA ITEM: VIII.J. SUBJECT: Approval of Posh Realty LLC for Commercial Facade Improvement Grant Program SUMMARY: The Commercial Facade Improvement Grant provides assistance to facilitate the exterior improvement of existing commercial properties within the Boynton Beach Community Redevelopment Agency District. Posh Realty, LLC is a tenant at 100 S. Federal Highway, Boynton Beach, FL 33435. They are applying for reimbursement for exterior improvement including signage, removal of awnings, exterior paint and driveway repair which are all eligible under the grant terms. See attached quotes totaling $12,269. The Commercial Facade Improvement Grant Program provides a 50% reimbursement of the applicant's expenditures for the eligible improvements up to a maximum grant total of $25,000. If approved the applicant is entitled to approximately $6,500 in reimbursable funds. The grant is reimbursable once the proper reimbursement documentation is submitted to CRA staff. FISCAL IMPACT: $6,500 — Project Fund 02-58400-444 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Approve the Commercial Facade Improvement Grant not to exceed $6,500 to Posh Realty, LLC for the property located at 100 S. Federal Highway, Boynton Beach, FL 33435. Michael Simon, Interim Executive Director 10 i *- &%B'OCc �Fo October 1, 2018 —11 S0, 2017 e0 _YNro BOYNTON� BEACH COMMUNITY REDEVELOPMENT AGE e,PgC COMMERCIAL FAgADE IMPROVEMENT GRANT PROGRAM /0"./ yCN Proram Rules 8 irernents Q � The Commer+dal Fagade Improvement Grant Program is designed to help faclItste the exterior Improvement of existing commercial properties within the Boynton Bead Communhy Redevelopment Ag may ('CRA' District by providing matching, reimbursable grw is to property owners and tenants who expend private sector funds on projects that reault In more visually appealing oommardai propertles. Projects that enhance commercial property within the CRA District may qualify for relmburawnent of up do 30% of the appikatnt's project budget (up to $25AW) ivr approved aderlor Improvement projects. Applcants are encouraged to talcs advantage of the City of Boynton Beach's PACE Program to help defer the cost of kntalBrg energy of lent Items above. Inkwnstion regarding the PACE Program is available on One at or by contacting the City at 501-742-0087. Attached Is the ReNew PACE Eligible Product Ust. 1. INCENTIVE FUNDING The purpose of the program Is to encourape Commercial properly owners to upgrade their properties by Improving the external appearance of their business and to enoourage businesses to Invest In their operaft s. The result will halt deterioration, stabllss property vakres, Irrrpnova/upgrede appearance of the arae and %diltate and enooumps redevelopment activity In the target area. Through the Commercial Fegade Improvement Grant Program, CRA wll provide, on_a relmburaament balls. a 50% matching grant for eligible fagade Improvements, up to a total of twenty t1w thousand dollars ($25.000). By submitting an application the Applicant eftowled n that the grant reimbursement program Is In place to further the goals and objectives of the CRA and that the CRA Board reserves the right to approve or deny any appilcatlon under the grant program and to discontinue payments at any time If. In Its soli and absolute dWa e*m, it determines that the business will not advance the goals and objectives established for the redevelopment of the CRA District. Ellplb8lty M gaireme ft Eligible 6nprovswnerrte for this program Include: • Palyding • Shutters • AwnkgWcanoples mwoklislal Pyne 1 of a 710 North Federal ikbway. Bapdoo Book FL 33433 —Phone 561-737.3236 Fax 561-737 3258 amwry-1 • Decorative exterior fegade Improvements • Exterior dooralwindows • Landscaping around the building • Inipetbn • Parking lot re -paving. re -seating, re -taping • Exterior lighting • Pado or decks connected to the building • Exterior wail repah+e (e.g. stucco, brick or wood repairs and replacement) • ADA Improvements • Fencing (excluding: chain link, barbed wlr+e, and wood panele) • Demolition of structure and (re)soddhrg of vacant property • Electric vehicle charging statlon-See Attached Renew PACE Ellglbie Product List - highlighted Solar electricity and water heating -See Attached Renew PACE Eligible Product Ust- highlWW In addition, the following rules are applicable to this program: I. The program Is available only for properties located whNn the CRA DiatrkC Noir: See attached CRA District Map. 2. Facade lmprovemonts must be consistent with the CRNs Design Guidelines. Nob: CRA Design Guidelines are available on the CRA website httn:/twww.ggkhbavntan.com 3. The program Is for commercial properties and businesses only. Com rdal businesses must be properly licensed with the City and County. Non-pnaflt uses and resldentlelly zoned properties (Including multi-tlsmlly unit, apartment buildings and dupleom) are NOT eligible. The property owner must be the applicant. However, If the property Is ounentiy leased to a the narrt. then the Application and Agreement must be Jointly socecuted by both the owner and 4. All work ZM be done In compliance with applicable Cly of Boynton Beach Building Codes and Land Development Regulations. Ali contractors MIN be licensed In Boynton BesahMaim Beach Cw*. Please contact the City al' Bopton Beach Deielopment Department regarding the proposed work to be performed prior to submitting a fagede grant application. 5. Grant funding amounts will be based on the appliance project budget spedW at the time of the CRA approval. Peke 2 a[8 710 Nasi Fedard > J&my, Baynioa Bei FL 33433 -hoax 561-737-3236 Foot 361-737-3258 eMM761 B. Project Items completed and paid for more than sixty (@0) days prior to grant approval by the CRA Board are not ellgiole far reimbursement ureter the grant program. IUM completed and pall f+or by the applicant prior to CRA Board approval may be excluded and/or denied at the CRA Board's sole dlsa von 5 the CRA Board determines the Improvements. are not consistent with the CRA's Design Guidelines. 7 The applicant must complete the h"O Improvement project and submit for reimbursement within 120 days of the grant award, For projects requiring a permit, completion and submittal 1br reimbunrement must occur Mbn 120 days of the Issuance debt of the project permit. At the CRA's sole discretion, the CRA may grant one 30 day administrative o tendon ibr good cause. Failure to completes the fagade Improvements within the time limit will result In a denial of grant funding. S. Grant funds will be reimbursed exclusively for approved work and approved charge orders. 8. The Commercial Fagade Improvement Grant Program may only be used one #rne in any fire year period for any one property. Properties may reapply for additional grants any time after fire years from previous grant approval. M In the event that there Is an outstanding lien against the awarded uMfl the oomplete wMac tion or the Ilen. 11. Application and CRA Board approval of this grant Is 1br funding only. Approval of CRA grant funding Is NOT approval of any type of City processes Including, but not Ilmibed to, permits and site plan modl adlan. Applicant must apply for permits and aft pian modllkathn through the appropriate departments at the CKy. All oanmendal projects require permitting and site plan modiflodion reviews. It Is the responeluiltty of the Applicant to obtain all necessary City approvaM. 11. APPLICATION PROCESS Appdcatfons can be obtained from the CRA office located at 710 North Federal Highway, Boynton Beach, Florida 33435 or downloaded from wwwcmtchbwjon,con All applicanb are required to meet with CRA staff In order to determine ellgiblilty betbre submitting an aeon. Funding requests will not be considered until al required documentation Is submitted to the CRA office. The CRA will admfniaber the Commercial Fag ade improvement Grant Program and funding. In addlka to the appropriate City of Boynton Beach building Inspecdorm the CRA will Inspect the work to determine the satlsfacthry completlon of the work. Par 3d8 710 Notch Federal Y, B®yMM Batch, M 334 S -, 361-737-3255 FaL 561-737-3358 adm477-1 Application to this grant program Is not a guar ntee of furrdkhg. Funding Is at the sole discretion of the CRA Board. Applicants must submit an original, 'hard coW application with all materials to the CRA fbr review and approval by the CRA Board. Appiloglons will be considered on a first-come, first-served basis. packets must Include the follow ng documentation: Written detailed project budget deacrlbIng the Improvements to be done to the property. It must list all project costs for which the appiker t Is requesting reimbursement The prcgect budget must provide a total cost of the project Cost estlmate(s) from a licensed corrtractor(s) as specMed In the applicant's project budget Copy of We"" Deed Copy of Leone (K applicable) Plans or sketches If applicable Site plan and plant Ild for landscape projects Copy of permit reoelpt If the pemNt has not been applied for prior to submission of the grant application, a copy of the bWlding permit recmlpt is due within 80 days of grant approval A rrrinimum of torr (4) 3' x 5' color'before" photos of the project which must Include 'public views' Signage design with colors & materials proposed 9 applicable Project color chips, material samples, and material specMications, If applicable specifications. l JW Completed and signed app4cadon. Foran (attached). Planting &Development Dept Acla�owiedgemsni Form (attached). ty Permit Dept. AcknMedgement Form (attached). "The above referenced City Fors must be completed and submitted to the appropriate departmerrte located at City Hall 100 E. Boynton Beam Blvd., Boynton Beach, FL 33435. Phone #►581-7424000. in. REMB1J1SEMENT PROCESS 1. Invokrs% receipts or other acceptable evidence of payment from all suppliers and licensed contractor(s) that have been marked "paid In full.' Proposals for 1work to be completed" or "bids' are not considered proper documentation. Each Ron will be suoeorted by a IrMONNIJ Pale 4 of 8 714 Nw* FWlwd E%hwq, Boytmon Bard FL 33433 4ftm 561-737-3256 Fax 561-737.3238 woumt v►orw.cafchbo`TA&G m The only forms of cash payments that ars acceptable as evidence of payment are cashieros checks and bank transfers. A copy of the caahlees check to the payee must be provided as proof of payment. If payment is being made by a bank transfer, a copy of the statement from both payer and payee showing the transaction and/or 4k copy of the emallftd vein from both parties. 2. A "final release of Ilan" signed by each licensed contractor. See attached Sample of Final Release of Lien form. 3. Proof that the work has been approved by the City of Boynton Beach Building Departrnent 4. CRA has received copies of final Inspection approvals for all work that requires a permit. 5. Entire scope of work f+or eligible Items is compkW. B. Applicant provides "after photos. The Boynton Beach CRA is a public agency and Is governed by the "Florida Public Records LaW under Florida State Statutes, Chapter 118. Any documents provided by the Applicant(s) may be subject to production by the CRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. AN A GUARAN it NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, Including parties that performed work on the project. Nor shall issuance of a grant result kr any obligation on the party of the CRA to any thud party. The CRA is not reWlred to verify #-At entities that have contracted with the Applicant have been paid In full, or that such. entities have paid any subcontmeWs In full. Applicant's warranty that all bills mkftd to the PmJect for which Applicant Is directly responsible Is stAc lent assurance for the CRA to award grant funding. @n hal 4 :b' y FW5on 71 D XW& FedWW H4*MY, BoYMA Besot, FL 33433 -Phom,e $61-737-3256 Fes 561-737-3236 ?Wa APPL CANT fNFORMTON Name of Propery Emall Address: " rbrt. (j_ ni ��brd+lt�'�vS Com Address of PMPWW Owner. e;i(Q « _ LA b 9V "B, -,u h -it n c �:, _ T711M,, I ; Leila! description of the property to be Improved: Name of Tenant If Different from Property Owner 13:5475- 23p Code: _ Emall Address: _ i ay h i fJ t D (Y) Name of Bust mm �Ys i t I Property Address: V _ � E.4ra-t ��t�U l Where Improvements aro bsln4 made. Clty/S#ate. 11L 1 f L a r 0-1 .- Cada: 1 yyiy— J. - -— Two of Business: ea �CV- 410 - Years !0 - Years of Operation: _ , . 4" t Number of Annudl Employees: _ _. i 4 - � �.. �_ 1L t l Vt i i Number Empla Beach: &fixj!* mWk In Boynton ,.. - pup 6 or 8 710 Nodh Fedad HWzway, Boqnban Bn* FL 33433 4r=m 561-737-3156 Fa 561--737-3258 MUM SUBMITTING AN APPLICATION IS NOT A GUARANTEE OF FUNDING / (PFWWW owner's sOnsturo rust be notadizeo �i[rre�e (Date) PrrveKY VMS" (Dab) PropwV Owner STATE OF T "- f tbi COUNTY OF -j 3a• Zof (Daft) (Data) BEFORE ME, on officer duly authorized by law to administer oaths and take acknowledgements, personally appeared who Is personally known to me or produced _. _ as Idsntiflcation, and acknowledged he/she executed the foregoing Agreement for the use and purposes mentioned In It and that the Instrurnent Is hlaftr act and deed. IN WITNESS OF THE FOREGOING, I have sat my hand and of ldal seal In the Stabs and County aforesaid on this _ _-- -- day of 20 NOTARY PUBLIC My Commission Expires: OMIM4 * * WCOMi O MMiTl1t1 DPM. AM 9% 2018 ,W lowftw"low Pqp 7 of 8 710 Ncr& Federal Hiway, Boynton Haack FL 33435 4%m 561-737-3256 Fu 561-737-3258 w c*U6bqA. SUMMING AN APPLICATION IS 140T A GUARANTEE OF FUNDING (TensnMus/no w ownees &naiuie must be noterlmdj {Dat Te t/®u " Owner (Date) (D e) TenantlBuelnese Owner (Dabs) STATE OF FLORIDA COUNTY OF O/M x . r r"h BEFORE ME, an officer duly authoeed by law to administer oaft and take acknowiedpernents, Personally J cj j >vr7 k,ec,1fit`'/ aPPearW - --- - - who Is penally known to me or Produced y as ldentViratlon, and ackndwiedged he/she executed the lbMaing Agreement icor the use and purposes mentioned In It and that the Instrument to his/her act and deed. IN WITNESS OF THE FOREt3OING, I have est my hand and official seal in the Siebe and County aforesaid on this day of l re, h 2Q - , NOTARY PUBLIC 21�._...�, My Cornmiselon Expires: -- _ v� S '•►2 &1 ,HO�cmnamw SsbN ANUM. a3JO°aao Pop s ots 710 N w& %dgW Highway, Boynton Book PL 334.15 -Ph= 361-737-3256 Am S61-737 3238 i COMNAiERCIAL FACADE IMPROVEMENT GRANT PROGRAM CITY OF BOYNTON BEACH PLANNING &, DEVELOPMENT DEPT. ACKNOWLEDGEMENT FORM CRA Commerolal Grant Am*wtt Fh t -o e c ,1 i , has met wNh the PImnhp' & Dswiopms' Dept. to ---- the Irrpnmments that wA to dons on the propergt boiled at: It,- Lid tr Lid of Improvements: ,aw 54,►,cr A,k s,ut WSJ Inc `.:,tz fir- 1 C y of Boyrbn Basch PlannkV & Development _ . ���711'�ll+�'Or�•�tn_-rrsrr� ►l� ,r�+1C�� IV65 _P"62 is /sStr*V(6 of A f'E1wli' 710 North Fularal Hkway, eopftn ftd4 Fl. &W5 -Phone 561-737-3253 Fax 561-737-3253 %]w 5((f-0)rt�m 6W 146W*42, °CRA COMMERCIAL FACeADE IMPROVEMENT GRANT PROGRAM CITY OF BOYNTON BEACH PERMIT DEPT. ACKNOWLEDGEMENT FORM CRA ComMar dal Grant Applloant:�- has met with the CWs Permit Dept. to review the Improvements that wlll be donQ on the property boated �.� r . �, t 1�.1 4' Y'c '.,y LAILn Le�(? LW of Improvements: ► .� r'►�.� �.,_1 lff1.0 U JS Std}nS :� e L City of Boynton Beach Pemi t Dept, 710 North Federal HIghway, Boynton Beech FL 33435—Phone S61-737-3256 Fax 561-737-3258 www.eatmbg3=.com 1 Vlety Property Record Owners ;r 100 SOUTH FEDERAL r.LC-...r.. i Property detail Location 100 S FEDERAL HWt Mrmlclpaltty BOYNTON BEACH Parcel No. 0843452704000DO10 SuUdrvislon LAWNS Book 28212 Page 1.194 Sare Date MAR -2016 2611 .AKE DR N Ma16n9 Address BOYNTON BEACH FL 33435 2416 e,�ru11E,0eran'Avs'►+ Use Type 1 700 -OFFICE ONE STORYy e, Tod Square feet 1312 ' 1 Sales Information `— Sales Date Price MAR -2016 350000 ,JUN -2005 10 MAY -1994 100 APR -1989 100 Appraisals - Tax Yew 2076 Imprtrvencen[ value 5101.220 + Land Value $103,290 r Tod Market value 5204,510 Ail values are as oi,anuary 1 st each year Assessed/Taxable values Tax Year 2016 Assessed value 5164,732 Exemption Amount s0 torah. Valor 4trA 747 .. r E -000M Ave E Oe far—io-', MW IM job MD 411MI 0- 4W qW 4K* k - "� "` ^•' SE tat Ave, 4t L _ - _ !� A4 C'ammer+c4el Le&se / 100 Sptrth Federal Hwy is entered Into by and betw9s r, lop, South F a1+ ton Such, FL 53435 edwM LLC with an L ej Dr Nom E3 n i"La�dfrxd'and Pooh R address of 2811 with an address of 103 NE 2nd Ave, Dainty beach, pL , LLG and .lerl�yn Walter pc only ('Tenant'). 'in ConsldQretion of the maturer cover�� cWt+6ne0 herein . end with the intent to be Iegshy bound, Landlord and Terms other follows:uable cons) Oration ►shelved, agree as folbrntir8: a. PREMISES: Landlord hereby ieasee to Tenant, and Tenant h foose llowing Premises: 100 South Federel Hwy Boymion Seache, FL i33dg5 08 f ism Landlord , the LeNSe 8180 includes use of l.sndlord.6 ilxturas (the'Pr+emises ). This Premleea. The'�'�ses' are sti la ' pur* s -and Pe O Property in the the Tax lroliectoes w pu for purpoae�s to conteln 8088 as per Exhibit A, ftm ebelte, 2. TERM: The term of this lease will betar 6 year*comrtlencing on midnight 111snCh 31st, 2022 "08 s April ist, 2017 and ending on **it commence on ocr� terminated according to the provisions hersot, Rent 3. RENT. Ter on April 'Eat, 2017. agrees to pay Aw t to Landlord wl y installments as ialowa; deduc0on or sot off, in r►arritxj: Yfar 6. Year 1: (aM Rs# �' K0e * (OAM)1M,00 + $3.804.43 R"0 x,150.00 + CAIYI � C. Year �; 03ow Rsrt � )1046.80 + (Ti* MUS . 4304." D. Year 4, .(84p '4 .Q0 + #CMI) i1,Od0.Q0 + (raj ;j314, Sp il;4rOK30 0. Year S: (Basle N� �r50.00.+ �n) $4,210.00 + (CAM) $1,258.04 + �j i3B.i' .68 4. Rent shall be payable, In addve", plus aWp" 8edea tax or befors the first day of each month dpdng the tern of thte cry Square. Percent (7%) on Laridbrd, by direct Qeposlt only to 100 South Feral LLC at S. sank, & Rant ���Paid to or a such other eod%s as Lsr d" Ny shy In wdit to tangy{, nm is' cf the thte Lease, Tenant shall,prepay essersce in Rant- 4?Mn , which irichrdes 4hf -'$62.00; fides trrx .,5,465 pm �Zij, l monifh's rsat of es nR 44 arw a S1116�Ri�,�siSjSg; If Tenaft shag fail at any time to perform any of the t 16W.., l.andlprd et I hsys.the �• aot►WWAB and oorx2tions of this tt tp apply the qty DVosit, or 4eficlena�y caused by such detauk. without 1eopwdtzi theapQ[, to any herein, but in no sveM sha11 larx2ord be o�i r mss �anred to Laiusq,d Purpose, If L.arx1Q d so required to use or aPP1y the doposit for any such depoalt wish Landlord WOO NO or of the ascurity depanslt. Tww t shall prom mount suIflalent tQ reetwe thea P0y herein mentioned. if Tennant aha tis" faithfup deposit terms, the amount fast foro*tions of this I"$% Lartdiprd win r�etund tc anent adorasd POVOMnts and tw�y (2Q) bupiriess days. after the termination of this lease!find ry deposit within Tarrant, leas any: expenses for ax v�ilon of the Promises by tenrainatial of this Ge$siva weer and tear of the !�►emieee. Tenant's a(�it or early Erase strait result In•forfelture of the Security �q1 5, .U7.1LITIES: Tenants will pery fora!! utllities and s not limited to: eieotrloity, wafer, t "Oft fumlehid to the; Premises, Including but �phone,.sectk#ty monitoring, pest 00f*ol, Internet, Cable, Tenant Date: 1 of 9 ,a : r� ��,edI ��' 4�Y fl A . c*r "able ng ser 1108 and any spedpj troall r mrwal necessit"d by Tenant._ L,andlad shah rpt be liable for any loss or eXpense Incurred by Tenant by reason bf the In utiAty or service If due to s rause Interruption or fsik[ne of any err beyond Landlord's control. Any petroleum products or other hoz dour sLbstance must be disposed of In an envhoWWtally safe manner in accor'daroa with all governments; regulations. No construction debris of bullding's dumpmer. TerWA shall not store RW type may be placed in Premises or outside the dumpster. !fie or other game In alleyway behind the e. LATEhereunder der W i�ES: If Tenerit falls to pay any Inetatlment of rant or any otter amount due heretxider within 7 days of the data the earns is due, Tenant shall charge equal t0 $200.00. If a check � Landlord a late payment presented by Tenant is returned by the bank, Tenant shad pay an adrnfaletrativa fine of $125.00. Payment of late rant Is deemed a default for each lets Payment. (3200 toW,per event) 7. USE: The Premises shali be used by Tenant sol goyrttori Beach to accordance with the � as Real i�fete Office 8 Retaii as per City of permlesible uses and rost ictlons applicable to the Promises. Tenant may troll use the premises for my other purpose without obtaining the prior written oonsent of LAndlord. Tenant has done all due d[ligsncg oh Permissible and restricted uses for this property, 6, TENANT'S TAX, INSURANQE 8 EXPENSE OBL.I< TIQN (LAMA As addluarnd rent, Tehant shall Lan l Lshnclud, the euitlrs► amount of Rea[ Estate Taxes, Insurance deemed necessary by the Landlord, urano, Including, [ytrt not limited to property insurance, des ir!sunartcre. Terot shall ay such Y inbasisoa and flood amounts to Landlord on a rrlgnfhiy this with a Proef+tad amount necessary torahs escrow. 'Ttfi projected amount of CAM due a- month y� the Rent and $etas Tax is S-4490t to change at the Lid's dlecxetiorl to sr>sixe Ow costs MOW herein. ThrougMut the Lessd. Lw4kxd can adequate PayrheM for to the Landkxd reciulr�� a, true-uP of CAM owed by Prseentlrq an invoice to Tenant. Each Invoice wlfl deiall the amor rats collected In the morshiy psCrow and the peymer" titans to estaMleh the Such Involoes must be peed within the next month's rent oto, All underpayment' S any. charges sholl be OPPortioned between Landlord and Tenant to the extent that this tease Is not In effect during the Period of any such cost. 9. PERSONAL PROPERTY TAXES: Tetlattt shall Band gcwerltrtierttal pay and discharge when due 0 taxQs, � If any; levied on or atttlbutebie Property ori to Personal Of Tenant 110009d upon the p ie or Tarte a use d Promises. 10. CASVALTY, 'LIAgILiiY, WIND 88 FLOOD INSURANCE ON BOL-DING: During the term pf this Lease and any extension. or renewal, Landlord shall maintain itis and extended coverage casualty insctrands, Ifab111ty lnsurance, wind Insurance and .ftood insurance on the building In which the Promises is located. A crosmoes *shall Lie written as in the ►ed disclosures. Any c� reragae s>tell bo rexl*+N!ed and gltp ,pd by Landlord AM Telt ('dan4ord shill .pass through all such cost of casualty. 11k, wind and flood insurance, to Tenant , which will be paid from Tenant's CAM Payments. 11. TENANT'S LIABILITY INSUkAMPE:. During the term of this Lease and any extension or renewal, Tenant shall rn**Wn, at its sole expense, general Public 1180lity and proilerty, darrags lnsurwtce with respect to their buejoess at the Promises with such company as ,may b aaceptabie to Wndlord., The trrsu &%* company must be A rated. Such polioy shall have not Ins than $1,000-000.00 per,occtrnace and $2,000,000.00 genions[ MW Property damage. Such Policy shah name Tenant a: the Ineuted and Landlord as atiditionrd Insured on the Insurarloe der Carte and policy, as their Interests May appear, and shag provide that the Insurer may not change of cancel, before taking possession and then again at anytime. Tenam shelf fumish Landlord with a cgry of such Policy or a owtIficate of inscsarrco upon Tenant: .Data: 2 of 9 Landlord's r9gLost. 12 MAINTENANCE AND CONDITION: (a) Landlord shell maintain, repair and replace duly the roof so long as any damage of said roof was not caused by the Tenant, or neglect by the Tenant to timely Inform the Landlord of any damage to the roof. The Landlord has no other maintenance or replacement responelbliftles in this Lease whatsoever, othef than with the roof. 'Tenant shall � have the benefit of arty passible currentufWArer's Werrar* applicable to any mecharrklal systems during the term of this Leese. (enant acknowledges that It has examines the PrornIselLand fixtures, equipment end personal property and that they are In good condition ` and repair Tenant shelf keep the same clW, We and In as good order, and repair as they were at cotndnenoement of this Lease, ordinary wear and tear expected. Tenant shall use all fixtures, appliances and facilitlee In a reasonable manner. Tenant shall dispose of all garbage In designated dispose faacllltise, In acogrdence with the city rules and building policy. Tenant will pay for all damage to the Premises and repairs required due to any act or negligence of Tarrant, Its agents or invitee$. Landlord and Teriant each ,agree'to maintain and repair the Premises In compliance with all laws, ordinance and regulations applicable to them. Tanont agrees to promptly give notice to Landlord of any applicable required repairs or applicable unsafe .conditions as.per the lease and Landlord will be afforded a reasonable period of time to 'cortlpteta. 13. TENANTS iMPR0VEM0NTS:; 'Tenant shell not paint or deface the Premlees, or make any alterations, additlon or ImprWomwft without on each occasion o4tainln8 the prbr written 0onsent tit LwWkxd, which consent shall not. be unreasonably Withheld and will be answered within 48hre, Unless otherwise agreed in writing, all alteration, add[dons and Improvements shall become the.property of the Uandiord and shall remain on the Premises at the expiration or tMntnedlon Of this ideas. It Is iniderstood acid agreed, othefwiss, that upon the expitstlon of this Iowa, Larrdlord, at Its option, may require Tenant :to remove any such aRerstions, motions or improvernerb Arid restore ft Premises to Its fwTw condition, 14. DISCHARQE' OF UENS: Tennis agree to promptly ppy fis.doihtractoro and suppliers loran wait Wormed and material& furnished to the Premises, if any. in the event any mephanies or similar Ilan Is Piled on the Promises or bisiding In which the Premises are located which is cWMed to arise from TenKe action, Tenant Shed, sit Its sole expense, dlecherp® or bond against .such Mn -withorit 10 days of notice from Landlord, in no Instance may the actions of.the Tenant erste a lien on the btllkUrq and Torga shall so notify any contractor performing wcirk for Tenant. 16. 091-lVERY OF POSSESSION: If Landlord is unable through no fault on its pelt to dallver possession of the Promises to Tenant on or before the c ommeric neat date, this Leede will .continue in effect, but rent and other amounts will be proAded according to when posas&slon Is given to Terarrt, except If such faille Is due to a failure'by tonin t to obtain regulatory approvd i► for booypari0y of the promises. The term of tills Iowa WIn not be, extended by any such tpleY. If Landlord to unable to deliver posseeston within W days of the commencement dsK Landlordpkv'-.it% .n I may terminate this Lease attd all payments melds will be returned to Tenant and sit o0gations � of the parties win casae, except In the instance of failure by tenants to ole Wn regulatory n _ ►� spprovel In which Instance all payments meds will be.forfeited as oompens%ory damages to Latdiord. Landlord will not be liable for any damages for such a delay or failure to deliver. t� 16. QUIET ENJOYMENT. By paying -the rent and observing all theagreements, terms and condttlorrs herein, Tenant shelf peaceably and quletiY have, hold and enjoy the Premises during the term of this lease and .any extension or renewal, subject to the provisions hereof. 17. ACCESS: Landlord and Its agars may enter -the Pry adeas at. 411 reasbnable times and upon reasonable notice to Tenant to Conduct Inspections, make necessmy or desired repairs or Improverhents, or to show the same to prospective tenants, buyers or lenders. Landlord may Tenant: Dente: 3 of 9 ��� aisax entor the Premises whets the. Gann appear to be aballoned and for the purpose of piecing a8�QV offs re ng the Promises for sale and rent. In an ornetnency, .and so permitted by Law, Landlord may enter the Premises without prior notice to Tenant. Tenant eha.11 provide a paisskey to LendiorO In the event Tenant changed locks to the doors. I& COMPLIANCE WITH LAW: Tenant, at its 8010 expense, shell comply with all present and future Iwo, ordinvim, codes, regulations and requlrerrterrts of any federal, state or t x* Audutty .relating to Tenant's use cf the premises. Tenant shalt not make or pwWt any waste on the Prernisea, or.aaany nUlsa npo or ruse which night interfere with the o yment of otfuer teragrats or the Pe rier P. in the parietal stria of the promises. Tenant shell not comniit or permit shy got or use of raorsgW the fir tses which may ie hazard or the cost of fire or other insurance on the bultding to which the Premises'is fpceted, or cayse the cancellation of such Insurance. Tem shy pay additional insurance premiums resulting from TwWtt's uaa of the Premises. TerW* shall *gin. at Its sole expense, any licenses or permits which assay be rnqukW fWronarit's use of the Premises. IS. RALE AND REt:3ULAn": Tenant shall comply with 811 miles and nsgtdation currerttiy In affect adopt for the safety, security Pare, build irg Image am qty 'oPe►eitfort of the Prornhm, included, but not Nmlted to flash pWoarwt, window dispiays, the instagetton of sa#otrrlty syaWrnt2 and*the installation and ,use of outside 119hO tg at the front and fwen"noes of the bunding. SEE E*IBITA FOR MORE RJJLSS AND REGULATIONS. 20. ASSIGNMENT AND SUBLETTWO,' Tanant shall not assign, hart dw or.wx:umtvr {his teas$, sublet da or any portion ads the Pf!enafsa�s, rax perrNt the ocPnor updtion by others, without on each occasion obtaining the prior written Consent Of Landlord. Which wilt not be onreesonably . wtRhttaid at L.attdlord'ag scia discrstton. CorASM 01 -Landlord on any one bcoasion shell not be doomed a waiver of the nmft$lty for consent on any other ocataaa len. NotwHtretsnd asslgntnerd or subletting, Tenant WWI remain any primadly Ilabte for that payment oaf WO and the perfomonce, of all covorw ts, terms and 00WItk>n S of this huma..Any attempt tp.assign or sublet without Landlord's consent shall by void and ehg1l "Is LQnftW. at Its option, to temtlnste thlp Leese. Landlord aag"3 to ailow Tarrant to sublet to a title-oetnpsny, mortgage broker and Insuranm odMPargr: Any And all sublaeWs musta�egr to the game Woumncs •Osausity Inseurance and Uablllty Insurance set for In Pg �� for " dy ragnaphs iQ and 1i of thle.Lane, 21. FIRE AND CASUALTY: T'hie Luaese wfI terrMnste upm a botaaf destmotbri of the prerrtlses or #inkling dontainfng shoe -Promises OUS to fine or other casualty and rent will be apportioned ar,s of such "e. In this *vent the pmm4m or.ths puiidrg contelning the premises pro by fir+a oe oter hcesuedty so arae to render the premises unsuitWe for the use for which -the Sonia ere formor10620¢, rent w)U be abated, txat`ii L shaft have restored the asoma to substar>Ual1y their carritfUort, Provided, ilotNl9Yer thrst ff al" Heft to MP* Such tepaatrs WWI not have been 0om0leted within 1S0 as, either dOM% Pf Itsuch and rent will be Vporticrad as of the � f�Y M�v terminate this i WAS dare of ta�minOtlon. 22. CONDEMNAT'IoN: If the entire Building in which the -Promises aria lccB ed ie acquIraed or 'condemned by the Power of eminent domain by any public or other VAhodty, tip this tease wHl lerMIrwde upon the tate such to)ditg Www of sove. Rent and ather,pgyrnerrts will be apportioned as of such data N air part of #* premises or W,Wirrg contali ting the.Wwrises is so acquired or ooridemnod so as to ra clar the Premises taaulfabis for the use for which the same AM Isatsed, then this f*ase may be terminated try either party aiaxt ttdrfy mays writtasn the other. Rent and other payments wlll be spportlared between the parties as s 9f the notice to tete of terrnlmdon. If this Lease Is not assn terminated, then rent rand other psyrnents wYi be abated eccor+ a tc the nature and exiert! of the area takert AN damages aaWarded for such iratrumartts Tenant: Date: 4 of 9 �,1 of 0**1grynent as. Iadgrd may raesonably request for mWIng expenses or Tgr&Ws fixtures, irttprovernents or squtpm.W shall belong to Tenant, 23. LOS$ OR DAMA01r: unless caused by the gross negligence or willful neglect of Landlord, Landlord will not be liable for any loss, damage or theft of any property of Tenant or others kept or stored in or about the Premisos for any reason, Tenent acknowledges that it Is Tenant's raspomibtgty to Insure Its own property end Improvements. Tenant occupies Premises at Tenant's Sole risk. 24. INDEMNIFICATION: (A) Tenant shell Indemnify and hold Landlord Harmless from any and all claims, loss, damages, Ilene, expenses. tnoluding reasonable attorney's fees, and 11611ties of whatever nsWra, arising out of qr relating tot (I) any default by tenant In the perforrnanoe or cbeervance of arty covenant, term or condition of this toss®, (11) loss or damage to any property or Ir ijury or death to tepaint ce any person occurring on or about tho P amleas due to any crease other than L,endkud'e gross negligenob or willful neglect, and (III) Tenerrt'e use and occupancy of the promisesd '26. DEFAULT: Tenant shag be' In default of this Leges upon the occurrence of any one of the fdlo"evertte: e. Failure to. pay any Installment of rent or any other amount required herein which shall continue for 7 days after the same Is due b. Failure to perform or observe tiny other covenant, term or condW..on of thls L.eeeo which shall not be oomected within 7o days after written motive from Landlord, or for such longer period as may be reasonably necessary to correct such defaCit. c. Abandonment err oeaeagon of businese operations at the Premises by tenant d. Any. mlereprosen4 dion or omisalon of or on beh®if of tenard made to I.Andlod In oonnectlon with !ease. e tna6lvency or failure 6f tenent or any guarantor to genoWly lay 1% debts as they become due f. Assignmartt for the benefit of credltors of, or appolrttmbrd of a rec elver, or other aftice for, all or any part of Tenarit or shy guarantor. g. A*triicetlon of bankruptcy, or thing of a petition under many bw>Icruptay or dsbtoes roffef low by or against Tenant or any guarantor. ZS. REMEDIES OF LANDLORD a. (A) Upon any default by Ter>sart. Landlord they, et its option, terminate this lease andlor cornmews evtctlon proceedings In accort]ance with the, laws of Florlds. Upon any such default. Lanclord attall also have the ftht to eater upoln the promises or any pert thgrdof, without demand ,or notice, and repossess the same and expel Tenant and any other occupants and their effects, allher with or without terrntneting rids lapse and to sccol000 the rent dote under the term of tttq (sass Which mot Shah bPXXM immediately due and payable by tenant. Any entry 1Fnay to with or without process of law gyr force If raoessay, or dthwwlse eccading to. ta*. No erdry shall auloo Landlord to any 'litbllity for trespass or damages. Upon any entry or torrfinatton, landlord ogress to use reasonable effort* to relet the Premises on Twont'e behalf or ottwn Am for such term and rent as Lartdbrd may determine. No act or failure to act by L xl*d shall Waive any rernecAes wNgh I.Ardord may have foramear$ of rent or braaoh of owenam 'or release 'Tohsnt from any liability vAstsoarver. b. Upon any tertningtlon or entry as above, tenant shall Indernnify Landlord against all logs 0 rents and other amounts whlch.L&Alord may incur over tho rerrnainder of the term In raddttlon to paying off overdue rent and other payments. At landlord's Election, Tennent Shali .pay to LAndlord an amou6t equal to the rent and other payment. At Landlord's Tenant: Late: 6 of g f� I efectlOn, Tenant shall pay to WMWOM an aMOVnt a uel to the excess of the rant and other Payments hereunder for the remainder of the term over the fair norta1 Value of the Premises over the same period. Tenwd shah also pay to Landlord ail costs end expenses Incurred ,by Landlord by reesan bf Tenant's default Including, without .limitation, attorney's fees, costs of regaining possession and reWIng the .brokers fees, store"iIses, fees end rRpatttng and deanlrp coats. 27. NO WAIVER; The failure of Landlord or Termant to "Im strict performance by the other of any cov"nt, term gr condition of this Leese Is not a waiver for the failure of Orly breach of the same of any ether covenant, tern} or condition herein. Landlord,s acceptance of rent is not a waiver of shy, teach by Tenant. 28. REVEDIE$ CUMULATIVE: To the extent permitted by law, the rV is and remedies Of Landlord herein we curuilattva, and the exercise of any one of them Will not by deemed to be In exclusion of any other. The tights and remedies herein are in addition to airy other rights and remedies ev*ble to Landlord at law of equity. 99. RiGHT TO CURE OTI JER'S DEFAULT It either l anmord or Tadvarient,erlent falls to perform any Pwforn such term or c:ohdttion of this lease, 'the Other party may, after 9" r0690cAbte notice, perfOnuet+ coven. t, terra or cohdtion and expend whataver slams maybe necessary. AN s++rtra ekpended shall be MYW on-demand. Thla performance 611811 not waive any rights or remedies, which GMM party maty have �r � other for ouch defamst. 30. SUBORDINATION OF Lr-ASE: This lease Is. �mo�e8ee,. trust deeds and t s subject: end simbordinate to ail present anti future 6cretty instruments thpt rrlely be placed on the building in which the Pemtseq are located: provided tiled for so tong as Tennant is not In defesult or fhls .Lease, no foreclasurd or simper proceeding WIN ter lciate this lease Or Impair ar* of Tenant's ►tgtrt;. M the event of any such proceeding. Tenant shefiettoftto the new owner slat such successor as the now Landlord under this Lease. A'fthouo no necessary to accomplish the above, Tenant tttseP act by Tenant g .subordination and attorrN wd Landl to sign pt', otter Instrument eviderxing'thls ea ofd may resstirregtY reciueat. 31. UNAVOIDABLE DELAYIp: Neither party will be liable for any do* or failure In the pedFomance Of any of Its obligation herein when due to labor cpaputas, Inablifty to obtain material or eervlges, wars, gwarnmantal I*ws om' restrictiOns, weather, 89W of G cl, or any OtNler causes beyond the reasonable control of such paq. Provide, however, that this section shell not excuse tenent from the prompt. payment Of rent or.any other amount true herein. 32. SURRENQER AND HQLDING OVER: No starrender O'f the premise$ Or Me Lease shag be effective vniess accepted in writing by Landlord. At the expmmbn.or sooner temnination of tM$ Leese, Tenent wpl remove its effects and peaceably deliver possession of the Premises to I.Midlord in as good "Wr surd cosldition ae they were at the convnancemertt of this Leese, 04My wear WW tear esXp nc ed. Any property left on the Premises atter Tanana; V*M* or abandons the Premises phall be deemed absandoned and Landlord may remove, store "or dispose of the same is It sees fit, subject to applicable law. If tenant holds over beyond the expiration or terrAnadon of this lease and rent Is accepted by Landlord, a month to month tenancy only shell be created which win otherwise be govemed by 'the terns and conditions of thke lease, except that the applicable rim will be 1.6 times,the inonthty rant M effect.at thq orris of the al� slon. Tenant shall construe nothing In this section as 6ontreht to merry holding over. 33. LIMITED LIAMUTY: It Is eurpressly agreed that neither Leridloro shareholder, fw y merpber 4r ria Mb& cone nae 6r Individual; under, this Lemke. in tFre event Landlord breaches s�� Landlord shalt be p6rsOnesily Natx•1e under the equity, If any provlslon of thiis Lease, Tenant will. look sdely to any, or Landlord In the bWldirrjg in which the Promleeti Is located to aettsfy Its claims. and remedles, and Landlorq's liability shall not exceed such equityinterest Tenant: Date: 6 of 6 i:3 34. PARKING During the tetra. of this Iowa, tenant shall hove fuil.scceas to the parting !at located on the Promises. 35. SIGNS: Any signs existing, erected or placed on any exterior portion of the "Promises' or the bulldirrgs shalt oorform to the hecpAremer>ts and regu6ations established try the Landlord and zoning regulations bf the City or Boynton Beach, Florida, Including but not limited size, colors, aesthetics acrd location. All placement of eigns will be at the sale expense df the Tenant and tray only be doneWith advance written approval pt the Lardior+d and proper permits from the City of Boynton Beach, Florlds. S8. NOTICES: AN riotloes and Communications rimer thls lease shall be In writing and shag be deemed to be property given when delivered personally or sent by email, c ertifled mail, return receipt rbquaMed or overnight delivery setv", to Landlord at. A. 100 South Fedsnni LLC Mill Lake Dr North Boynton Beach, FL 33433 B. To Tenintr posh Realty LLC Jerilyn Walter 100 S Federal Hwy Boynton Beach, FL .33433 37 ENTIRE AGREEMENT: The,parties acknowledge that thoy have read and understand the terms df this lee sis, this Lease contains the entire agrreernent and undorstervdinp; between the pardas regardng the Premiss and is subject to no agreements, condWons or representations that are not expressly set forth herolm This Loos may only be amended In wilting end steed by both Landlord and Tenant. 38. INVALID PROVISION: If any provision of this Lease shall be invalid or w*nforceable, the rerngdning provisions shall remain In full force and sffscl. $9. CAPTIONS: The captions In this Lease are Inserted only for convenience and In no way construe or interpret the provisions hereof or affect their scope htenL 40. PARTIES BOUND: Thie Lease shell be binding upon and shah k u.e to the benefit of the parties and their respective heirs, legal representatives, sWc essom and assigns: provided, however, that if landiad sells the Premises and transfers al prepaid rehis to purchaser, Lornalord shah be released frpm ah Neib flies under the lea$®, The purchaser, as vicceasorlandlord, shO be deemed to have. assumed all of the bUlgstkm W.id fiabli tea if Lsdor+d rurdor this Lease; proNided, however, that Is Landlord sells the bullding in YMIch U* Pr+ehilses is looted, Lm dkcud shell be released from all iiabitittee under this lease. The ptmcitaser, as soccessar landlord, shall be deemed to have assumed all of the opitgatlons anti hatiliities of Landlord under this Lease. 41. RIDERS: The riders and exhibits, If any, atts.0hod heroto and initialed by lora parties are made s part of thla tease. 42. ADDITIONAL PROVISIONS: Tbnarto Accepts the Premises as Is. Ari changes or additions to the Interior or promises, Included window treatmem, flo& coverIngs, shelvkKi. partitleons, calling or lighting will be at the stole cost of the Tenant ahs will rawk+e advance approval ci Landlord. 43_ TarAnt must .provide proof of insurance as per lease and proof ell utUltles have beim transferred and turned ori In h"er nwne prior to getting access errcl.keys to this location. S 44. If either party herein brings an > dlan to enforce the terms, hereof or declare rights hereunder the prevailing party in any each notion, on talar at appeal shall be entitled. to Its costs and t reasonable attorney`s fees including all N apiSesis from the non prevailing party. C'[ 45. Tenant acknowiedgss any -all lawsuits If filed. will be filed and heard in Pim Beach County, �j l Tenant: Date: 7 of 8 J-0 Florid$. 46. moi -it OF FIRST REFUSAL if during the term of this lease. ft Lawd mv: roes-l'e p s bogs fids offer to p=hase the pre ideas which the landlord desires to boon,,*, the Landlord shall nag y the Teriant In writing of Clic offer, IttetudhT. therewith an exscuts.� dopy of such Offer with Wfts Md prica. Tenont shall have 15 delyc following the nigiting of this written notice wltlrn which to notify the Undiwd In wrltln� as to whether the 1�neht desltw to purchase the pm-ritaes at the same pica ani pn the same Wme as oontainsd In the otter tat;a!ved by the Land.ord. If Telnsn fe!is to provides I.ardo`d with such notice, of acceptance, TIME BEING Ol=7 THE ESSENCE, Tenant shat[ be concluelva!y pm urns;[ to haves elected not to puxhase the pre nlises. If the Twiant electe to purchase the P.aarnises, the isnd orrd uhttli cmw the Premises to the Tdnent forth phdc end the terms eontalned', in the oqe^r. If tl* 1,' nt slects afther direqUy or indirectly not to purchese tha premisee In t'cca"dsrce with th2d torme end cw6tlons at Vic of ol; then the Leve load shall be at. Many to soil e'd ounvey the y ramise>s to the offtarirg Mrty on the tome and ccndltlon (Y..' such pfier, 1 tl�Jit' N� State of.,(10 r'r 40 Coyrtty of -R A C eyc, j ?'sic foWoing Ine oris was acknowledged belom ms tills � ` deJ' Cif cC�r 20 J; by O .Pwc ,anally Itnow.n 'fir' Licerd+ir,91i0ficvUo-t. - ._TXi*e of td Prodvoe4 — ■ir�.w damiRa dIK%% Mv AOMNsf#Fps~ L'7rM11�i im>sy i3. ttt>�0 Siets o: Oc:'n'ry Lt A c r '. `Ilse for�ing Irrigrume�nt Was 6-. a I)efom me thio � dp-y Of. J ,°� 3 �.; � 20-Z-:;) 1E ' f' as For_ jPersonally pAdx..d ideratlfe:,attoe _; Yype of 10 Pruduce dNam Tenant. Ante: Sof s EbWA r `�_���'����� • ... led Lecaft AOdzeu 100 S POIRAL HWY 1+'a' BUYNU N MACH )PwW CwjM Nwbdr 08-43-45-27-04.000.0010 &bdi biml LAWNS 0" Raw* Baolt 28212 ftpcl284 6* pelt MAR -2016 Le8p1 Ub� LAWNS LT 1 d1: N .04 FT OF LT 2 *Bi*Kwr a 2611 LAKE DR N 4 00. SOU1N FEMAL LLC BOYN TON BEACH FL 33435 2416 s pr(ee ��p 15abpdDole bwwcr AR S3�`� b�1284 1M OF TI1 W 100 SOUM VEOR A W Am- ,SIO 18.966/ •DSD•ormwsT'WAL�tIXJI� MA13i' L 2005 01756 %W§TA MAY 08276 /. Wi►RR Wn :1994 slot 01600 UM 1989 S100 QM 0/ WAMANTY DM No IE InOmmrticxtA�dlal a istt ' o1't ldra 0 t"Coea1$"= rat 1312 As" 0.0431 i!w Cane s�YQpFtC3"i01VE 7 �BO * �� C 08-. TV Year 2016 20ts 10'14 'La*wto"=VaAw Motxo $ "t,460 586 Lad Vale $103,290 356,296 $55,743 lrft(f►wiaYalte 5204,510 5149,756 SI42,Q03 An min aye ae 0fh t K7')=t Cwh year 'ittxYpr 20l6 2015 2014 ,4►,aaraeed'Ya1t�e 5164,732 $f49,756 $142,003 pwavdam Amwa sa s0 so ThzAkVbiro. $164,732 S149,7S6 $142,003 T- 6 Year 2016 2015 2014 M Vptorotu Dim 53,360 $3A15 NcrA Ad Valm4 $.547 5650: SS68 TvvR1 tax '54,424 53;910 $3,783 I of 2 —� l INPURANCIiC ba�� 8201 Pet3 Road Suits 1000 Piantadon, R. 33324 Phone: (9U) 417.6264 Feu- (954) 417-826% to: 180 S. FOdaral Highway, LLC PO Box 158 BoYnton S"ch, FL 33425 881-730-4713 PRbDUCT Ex-WIW Pucka®® 201 6_1 7 Insurance Wind tnourance 2017-18 PIood Insurance 2017-18 INVOICE #17262 DATE: FEBRUARY 14, 2097 Gatlin Spaoialty InsOrer►ca Company oanered Uabigty 8 Property Excluding VyInd Oltinhe Property Insurance Ccrporallon Wind Insurance Cb"SKT6 OR aPaclAk INS RUCTION& 'Wright kwonal Flood Insurance Company Flood Ineureende SUBTOTAL PAYMENTS APPLIED TOTAL bUt lneunad Location: 100 South Federal Highway; Boynton Beech, Fiorida, 33495 It you have any questions coocerh1n.0 this IfNVIG6. contact John Watson. THANK YOU FOR YOUR BUSINBBe1 X01' TOTAL 51,974.10 '53.031.00 ,51,510.00 EXHIBIT H MEWING RULES AND REGULATIONS 1. Landlotd reserves the right to refuse access to any persons Landlord in good faith judges to be a threat to the safety, reputation, or prop6rty of the Building and its occupants. 2. Tenant shall not suffer or permit the obstruction of any Corttmon Areas, including dtiveways, walkways, stairways, and doorways of the Building. These shad not be obstructed or used for any purpose other than ingress to and egress from the units. No furhiture, equipment, or other personal articles shall be placed in the entrances, stairways or other common elements. 3. No exterior of any premises or the windows or doors -them of or any other portion of the common elements shall be painted or decorated in any manner by Tenant. No sign, notice, lettering or advertising shall be inscribed or exposed on or at any window, door, or at any other part of the Building, nor shall anything be lirojeetod, out of any window of the building. Tenant shall not be allowed to put their names on any entry to the building or entrance to any urlit, except 'in the proper place provided by the Landlord for such purpose. No protective window film, shades, awnings, window guards, ventilators, fans or air conditioning shall be used in or about the Briilding or common elenmo wtbVt such as shall have been approved in writing by the Lanndlm-d. 4. Tenant shall not make or permit any noise or objectionable odors. Landlord has the absolute right to set -Mos and regiiladona for the building. S. Tarrant shalt keep hits promises in good state of preservation.end Cle Wine" or eburl not sweep or throw of permit to be swept or thrown therefrom, or &= the doors or windows thereof, any dirt or -other substances. All garbage and refuse from the Building shall be deposited tvith caro in receptacles intended for such purpose only at sudh times and in mtc3r manlier as, Landlord may direct. Disposal for all garbage the is not in the cour&c ofuxormal day to day operations — i.e. shipping boxes for romputers, printers,, riling cabinets and other large items —react be handled by Tenant at Tenant's cost. 6. Water closets and other water apparatus In the building shall not.be. usedfor any purpose other than those for which they were constructed or shall any sweepings, rubbish, rags, paper. ashes or any other article be thrown ipto tlxe same:. Any damage resulting from niistcse of any water closet or other apparatus &ball be paid for by the Textant causing such damage. i. The agents of the Landlord and any" contractor or workman s�ffiorixed by the Landlord may enter any unit at any reasonable hour of the day.for any purpose permitted under the terms of die Lease br Building Mules. Tenant shall nut acreage airy employee of the Landlord for arty primate business of the Tenant without prior consent of the Landlord. Tenant shall not wnploy any service or cotrtractor for services or work.to be performed in the Building, exoept as approved by Landlord. 8. No bird or animal shall be kept of hw1bored irk the 13.uilding uidess the same In each instance be expressly pemmixted in writing by the Landlord. In no event shall dogs be pv*tted in tiny of tbt public portions of the buildings or development unless carried out on a Ieash. The tenant sha11 indemAlfy the Landlord and hold it hamiless against any loss or h4sbiiity of any kind or character whatsoever arising from or es a resent of having any animal: in flue: building. 9. No.radio or tsievision' serW shall be attached to or hung from the exterior of the building without written approval by the Landlord. 10. The Landlord shall retain a passkey toeach unit. No Tenant "I alter any look on any door leading into his unit without prior consent of the Landlord. Tenant shall not alter any lock or install new or additional lodes or bolts to the.comnwn areas of the prgperty. 11. No Tenant, or any employee, or any cliea % visitor or guest of a Tenant shall.be allowed on the roof of the 1 of 2 {J) 1J building without t"e express pwmission Of the Landlord. 12. All damage td the building or comMon elcnten# caused by the n ovin or carrying shalt be paid §y the Teranint rCepo>asiblc for the t3of any article therein 13. Tenant shall not interfere in any maturer with any of such article. Wbich are part of the common elements and n¢t y p®rrtion of the elaotrical aystern and lighting $ppatatus 1�rt of the TMatzt,s. J 4. ienarnt shelf not use or perutit to be brought itntd the building any flamtttablc oils or fluids such as gasoline, kerosene, n,eptha, benzene or other explosives or act1� 1�szsrdOus materials Or articles decntod haze $ e, life, limb or property rdput to 15. The 'Tanana must keep lite interiors of the lased prdmises clean and free from obstruction. The L.artdlord assumes no liability for loss or damage to articles stored Or placed in the building. 16. 7°wtani shell beheld responsible for the actions tnf its errployees, visitors, clients, Or questa, An the building or equipment caused by Tenant, its employees., guests, visitors, or clients Ghali y damage to fine expense of the Tenon repaired at J 7. Complaints neepMing the management Of the buildit and a T01111134s shall be made ill writing or via .omni[ to the Landlord.nds or regarding the actions of other 18. Parking of motor vehiCloc, including mot cle� Y . mopeds, traders, hearses or bicycles by Tenant, its etrnplOyees, gtnests, ctients or visitors shall be ¢nly in the spa0e dest shall at any tirno'be Ieft in such a manner as to ' as Parking, no unattended vehicle rfiQ Aga Of traffic Or to'impair proper access to p8rkxttg areas. No repair, cleaninlg or thaintenaaee of ruotoa' b t1aliers, or bicydles shall O=ron tbe. ; eiticles* inchadaIg motorcycles, mopes a Pmp�jS wits except4n of emergency repair to have othicle removbd to a qualified MjWr facility. No storage df trailers, hearses, bicycles Or:inty objm tot vWucles including m' otorcycles, mopeds, ects shall ba permitted off: the drivrking areaed the snsrrnF ouable eway and pa shall at all times be kept Of unrEasa l 4. Supplies, ceutnulationdebris Or rubbish of any �kfnd, goods and.paekages of eve kinld stt to be 8etiv in such a manner as tent i.andtOrti or its agents may prescribe t>,e Landlard is not responsible fpr; the loss Or da 20. property shall not be used or magr � �y Bch property. occupied in suet a manner as causer any nuiskm6e, or imrboral Ot if, I activity to be cots m't reel or pwniU4 0 occur in or about tt:f pcgpe;rty. '2 I . The coirinton eletrnentf are intended fqr use for thr; within the prgperrty and of ntti'ording vehicular aftd pedestrian movement providing acre" to fire Units. No PUt of the Common element$ shall be, obi s® a$ to iuterfpre with its use for the common alets be used for O above r+ocited nor shall.anY part of the general etortige purposes, ttor anything done tin in any shall increase the rate of hazard and fialrility insurance cove ring mer which thereon. r; g said area and improvements situated 2 of JU Project Signage Quad Cabinet 4,478.00 Vinyl Lettering 441.00 Channel Sign 2,813.00 Sign Permits 720.00 Sign Tax 630.14 Paver Driveway 3,150.00 Paint Interior 2,440.00 Paint Exterior 2,300.00 removal of Awning 450.00 Flooring 7,089.00 New interior lights 450.00 22,148.14 QuAtiry ffQME CON7!?A CirJRS 6%, ONE CALL FOR ALL YOUR MLrMODELBVG ON REPAIR NEEDS 801 NW 81h Ave Customer: Jerilyn Walter Boynton Beach, FL. 33426 Address: 100 S. Federal Highway Boynton Beach 561-734-5298/561-704-1810 Phone: 561-537-0050 rdsmith722@yahoo.com Directions: SE comer of Ocean and Federal Date: 3/30/2017 Email: jerilyn@poshflorida.com Here is our proposal for: Paint Exterior and Interior of Office Project Details Unit Estimated cost Clean metal and Paint exterior of building $1,680 - - $620 $2,440 Paint tower, requires lift truck - Paint interior walls, doors. and trim Price includes all liaint and material to finish pi -o ect Colors TBD — TOTAL Proposal Lood for 30 days from above date $4,740 - $2,740 to start, $2,000 when finished Acceptance of proposal: The above price, specifications, and conditions are satisfactory and are hereby accepted. Quality Home Contractors is authorized to do the work as specified. Payment as shown above. Owner's signature: --- -`- Date: Thank you for giving us the opportunity to bid for your business. Helping with your Home project is our goal, to show dedication and workmanship is our business. We have established a reputation for quality. We look forward to showing you that it is well deserved. Sincerely, Rick Smith Cac 1509115 If you would like to discuss items in this proposal, or if you need any additional information, please call me personally at (561) 704-1810. TOMB" APSYM W16W ivVi 11049 Seaport Ln Boca Raton, FL 33428 (561)482-8270 info@terraremodeling.com www.terrapavere.com ESTIMATE AUDE SS JONATHAN DASILVA 3 100 S FEDERAL LLC 100 S Federal Hwy Boynton Beach, FI 33435 (561) 738-4713 $ALES P.1 EP PWWD&WW PAVER DRIVEWAY an 111�k Ok'JA 11BERULTE 0 7630 rflM 03/09/2017 AMPARAXIIIINIZIM 04/09/2017 Driveway Material: 300 Sq. Ft. of Carey Cement Pavers 2 3/B` (includes Cuts & Waste) Shape/Color Field: any standard color from DEM Pavers Shape/Color Border: Matching Pettem: any standard 1. Remove existing asphalt driveway and all debris. 2. Deliver, grade and compact 2 metric tons of concrete bedding sand to provide a level, stable base for the pavers installation. 3. Install 260 Sq. Feet of Pavers in proposed area per ICPI standards. 4. Install concrete edge restraint to prevent Pavers movement. 5. wash in a special joint sand and compact Pavers S. Reasonable Jobsite cleanup included In pricing. warranty: Three years on labor. Pavers carry manufacturer's guarantee. Payment Terms: 1/3 Down Payment 1/3 When materials are delivered 1/3 Completion Payment `OPTIONS & UPGRADES` a. Upgrade to White Cement Pavers from GEM o Additional $250.00 b. Upgrade to White Cement Pavers from Tramron or Belgard Classic - Additional $550.00 c. Chemical Clean & Premium Acrylic Seal - Additional $295.00 d. Permitting: Actual Cltr/County Charges + All Processing fees and expenses AMrXIW 3,150.00 ik PrIcIng good for 80 days. Acceptanos: The prfoes, spec fications TOTAL !� ♦ GL9 conditions of this proposaVcwuv ct are hereby accapted. Ask �-�7�• us for our Company Poftdes and OontracWW Agreement. Accepted By hated bete 1-374-9111 ®ate: hftroh 30.2017 Job Number. 17389 TO• POSH Properties M Fig. WT D®G MFrr M I LMT PM= TOTAL 1.00 Rework quad ca net sign: 4,578.0 4, Replace north A sough elavabon lies vrM navy Install one of removed faces In east elevation cabinet' Seroce to north,& � ou#i mbinet5 not Prltluded 1.00 Letter every other window with dlgital print of POSH logo 441.00 441.00 InGlUdeS State tequired real estate intbsrn alion where vended 1.00 Remove a)dsting awning 460.00 460.00 Patch wall Pairving by ethers 1.00 Obtain permit 350.00 350.00 Indades ryes to City CIO Boyntol, Assumes that all work Is under one perm it as pravtously accepted 1 "Everyeffortwill be made to preserve the e)dsting faces. However, these few ere very old end oritVe Third Street Signs ASSUMES ern lesponsibiiAy for breakge. Terms: Perm it charge tjpnn rnntrart (53r.0.00) 50% Of job upon Issuance ofpennit(32734.60) k 5_.®1 x.00 407.33 V �V Third Street Signs Dela: AAarch 30, 2017 Job Number: 17380 TO: i k iz, F i pmpert'' 661-374-9111 1.00 I Fsbricale & Imiall one set of reverse dannal l ftm: Ihriemollytihrminaied (fthe LED Abdulss) Copy. POSH properties 16- POSH, PROPERTIES PROPORTIONAL TO LOGO UL Labeled Ebdrichy10 within 6' of sign by cuabmer (Dsdicalad 20amp circuit with time dock) Cost of Perm Wng 1.00 I Fee b City of Sotnion beach 120 Permttdrowinps 1.00 Permit processing 1.00 Engi wom seal (Required by code) of Pemnfa(ng upon contract ($370) Of sign upon isauence of permit we upon delivery 126.00 5020 76.0 120.0 i tabeo�rt . 9.10.9.00 reffa 7 % raw ' 222A Tlod/ 3.406.811 1106 SE I st Street Boynton Beach, FL 33435 737 CGC-1 510683 MARSmMALLOW .._ �': M: � � � t tl�i Dam 3!13/2017 -- _i • ,e 1106% Ist &nmt Bo mft Beach, R 33435 05137 CGC-1510663 .Y• An14 r CUAD1nW. POSH Properties i LOQbm BDyrftn Bewh Proal wr dows Dow 3, 17 1106 SE I st Street Boynton Beach, R- 33435 1510683 -•a 270 s e POSH' properties, ONE DIGITAL VINYL PRINT IN EVERY OTHER WINDOW FOR A TOTAL OF 9 PRAM= t, 10 proal LETTERING fir m: 1w a 1s am 3-30-17 mmm W. SC ten: APPROM ow►�wo 17389411 M 4° 14' ASH properties CLEAN LOGO FILE NEEDED NEIN EX91 ING P0- PSH pro NEW SIGN FACES AND RELOCA11ON OF 00511NG WAL& PRMIMONAL oxm 3-30-17 .r. ausr: SC 1l1IIWDe NTS MN■se 17389 W. T .Y. 49 N t4, NEW �EX15nNG PrALECR POSH -Propwms NEVI/ SIGN FACES AND RELOCATION OF MSTING WAM PROPORTIONAL mm 3-30-17 SC IIENeme ,� opo NtAeee 17389 mor. _4 24 m� W c W Wo ._ zd m r N 0 (DO :zC/) (D• mm Z j Qr S k w, / Y � >z r Wm� o 10 710 0 Z {� lcn �• -n 216 N.E. THIRD STREET, BOYN70N BEACH, FI33AS6 PHONE: 561.374-9111 FAX: 561-374-SM pT k , syn z 1 w,w 1wt� r Mf�f. WRM WRM BOYNTON'CRA =BEACH CRA BOARD MEETING OF: April 11, 2017 X I Consent Agenda I I Old Business I I New Business I I Legal I I Information Only I I CIR AGENDA ITEM: VIII.K. SUBJECT: Approval of Posh Realty, LLC for Commercial Interior Build -Out Improvement Grant Program SUMMARY: The Commercial Interior Build -Out Assistance Grant provides eligible (new or existing) businesses with assistance for the initial costs associated with the construction, repair, and/or rehabilitation of building interior improvements. The grant is in accordance with the CRA Community Redevelopment Plan. Improvements must be permanent and stay with the building. Posh Realty, LLC is located at 100 S. Federal Highway, Boynton Beach, FL 33435. They fall under the terms of a Tier II business, as outlined in the grant application. They are seeking reimbursement for their interior improvements including paint, flooring, new air conditioning, new lighting and miscellaneous electrical work which are all eligible under the grant terms. See attached quotes totaling $27,072. The Commercial Interior Build -Out Grant Program provides a 50% reimbursement of the applicant's expenditures for the eligible interior improvements up to a maximum grant total of $25,000. If approved, the applicant is entitled to approximately, $15,000 in reimbursable funds. The grant is reimbursable once the proper reimbursement documentation is submitted to CRA staff. FISCAL IMPACT: $15,000 — Project Fund 02-58400-444 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Approve the Commercial Interior Build -Out Improvement Grant not to exceed the grant maximum of $15,000 to Posh Realty, LLC for the property located at 100 S. Federal Highway, Boynton Beach, FL 33435, Michael Simon, Interim Executive Director AIL October 1, 2016 — Septsmbsr 30, 2017 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERCIAL INTERIOR BUILD -OUT ASSISTANCE PROGRAM Program Rules d Requirements The Commerul d Inbertar BulkiOut Asslelance Program Is de fined to help facI the the establalxrwnt of new businesses and aid In the mon of extting businesses within the Baynton Be ck Ccnmunhy Redevelopment Agency (the `CRAJ district. The program Is designed to provide financial assistance to new and edetirg byes In the form of a reimbursable grant Intended to reduce the Initial cost assocleted with the repair and rehaWltation of buWhps or other Improvements In accordance with the CRA Community Redevelopment Plan. Improvements paid for by the CRA must be permanent and stay with the building. The CRA reserves the right to approve or deny any Commercial Interior Bald -Out Assistance Program application and to deny payment at arty time If, In Its sole and absolute discretion, It Main that the business will not advance fire gods and objectives estelAshed for redevelopment of the CRA District. For purposes of this application, the term "new business" means a company In operation for less than six months or relooatlng to Boynton Beach. The term awdsting business` means a company that has been In operation within the CRA district for a minimum of Two years at the time of application and has at least two years r imaini g on Its ag lease. The term "project' means the eligible interior Improvement project for which the applicant Beeks reimbursement. 1,�ne�unding The Commercial Interior BulldQA Assistance Program offers financial assistance In the form of a ralmbursaW. matching (50%) grant to the landlord or business owner for eligible expenses associated with the construction or renovation of the Interior element of the comrrwrcial operating space. Applicants are encouraged to taloa advantage of the City of Boynton Beach's PACE Program to help defter the cost of kutalling energy &#Want Items above. Inbnnatim regarding time PACE Program Is available on line at g=n/bagl -oroaram.oho or by contacting the City at 561-74244. Attached Is the ReNew PAC. Eligible Product List. pop Idis 710 Nwh FedwW Fly, BWOM Book FL 33M Fna 6I-787-3= Fut WI -IN -M OOT��! The Commercial Interior Build -Out Assistance Program funding may be budgeted annually by the CRA Board and awarded on a first-oome, first-served basis. All appilcatlone are subject to CRA Board approval. Making application to the program is NOT a guarantee of funding. By submttttrrg an applkmftn, the Apprcant aclmowledges that the grant m1mbumement program Is in place to further the goals and objectives of the CRA, and that the CRA Board meervaa the right to approve or deny any application under the grant program and to discontinue payments at any_ time K In Its sole and absolute discretion, It determines that the buskiess will not advance the goals and objectives established for Ow redeveiopm u t of the CRA District. Ill. Eitatblltty ReaWramenb Projects and Items eligible for ftmdfng under the program are bnited to: • Interior walls • Interior plumbing Interior electrical system Including lighting • HVAC system • Flooring • Hood & fire suppression system • Grease Trap InstMalbn In addltlon, the following is required In order to be considered eligible to receive grant funding: 1. Property must be bated within the CRA District (ase attec had map). 2. Applicant must provide proof t#W the business is properly k ensed by all wry level and professional or agencies, such as copies of Clio► of boyrdOn Beach & Palm Beach County licenses, or receipts evidencing applications for required Ilc .) Pq@2d13 710 NW& . 9oyevlmv Beed16 FL 3Ml0 PlvM OM-7MM Five est -7374M GWIQK-A 3. The Applicant's Experian consumer report must reflect an acceptable W4W of financial etablllty, as determined by the CRA In lts sole discretion. A copy of the consumer report will be provided to the Applicant upon request. Applicants whose Experian credit score Is below 001 are not eligible. If a majority of the business owners have credit soores below 601, the business is not eligible. 4. Appbwrd must either own the building ti plans to operate within or It must have an executed multi -yew lease with a minimum of two years remaining on the Imes. 6. Applicants may not have any outstanding City of Boynton Beach (lens against their Poperiy. I tj rmnsure that the property does not have any outstanding code dens, violations or morales owed far utilities the CRA will perform a ren search on the property at a c e, funding to thr m-Ven4 In the event that an Applicant has an outstandkV Cly of Boynion Beach lien against the properly, the grant wfil not be awrded unM the AppftM provides proof of the complete astief wdon of the lien. The following businesses are considered Ineligible for assistarme under the Commercial Interior Bulid-hut Assistance Program: f Ftna VM Saha 0 Cwwwdwm Stoma • Religious Afllliated Rdd Skm 0 Churches • Ion ProfHe • TWoo 8hopsgody Plerdnglt3ody Art Shops • Fk ancM 8ervlow (bankhg S cook oaahing Am) Tak*OA Foods • Adult Enierbelrrr>ont • L kp= Stone Vapor Cigardbe, lEeaionle C weft, E Clger@IN Stores Km TM Bars • PEW Shops • AM" ouft Drug Rehabilltatlon CantenJHoushg • 1Mdloal Research CentenM LWM • FlablNdl8dons Files Centers s Florists • Any use datarmined by the CRA stsdf or the CRA Dowd that would not adwnoa tura redwelopnwd of the CRA dlstriot. ill. -I,. ' 1 • L This grant Is divided Into two fleas of eligibility. Suairmmom are sorted into tiers based on the We of business, which then determines the amount of funding for which that business may be eligible. a " , Ini',tais Paps s ser t 8 7!0 Nodi ftftW HWmw, ftpibn Moi FL MWPhM set 787,3!60 ftx 6 -W-=66 WHO" Grant funding amounts will be based on the applicant's project budget specified at the time of CRA Board approval. 71er One Bush ess (RdWiervioe R"taurants OnIA Tier One Businesses aro eligible for reimbursement of 50% of the, applicant's project budget as submitted at time time of CRA Board approval up to a mwdmurn amount of $0,000 In grant funding. Only full service restaurants with a rnlydmum total seating capacity of 50 seats are eligible to be In Tier One. The restaurant must have hours conducive for the development of the downtown Including but not limited to 12:00 p.m. — 9.-00 p.m. Proof of eseting capacity shelf be confirmed by copy of the City of Boynton Beach focal Business Tax Recelpt. Tier Two Businesses Tier Two Businesses are eligible for reimbursement of 5D% of the applicant's project budget as submitted at the time of CRA Board approval up to a maximum amount of $MAW In grant funding. Tier Twwo Businesses must be one of the following types of businesses: e Restaurants with total seating capacity under 50 Gourmet Food Market Bakwy e Bed and Breakfast e Clothlra Boutique - clothing, shoes & eccessorlss o Home DBoor/Design - home finmbhings, art galleries, kitchen wares e Spac.WW Businesses - stationery, gifts, sporting goods e Medlaa Woes e Law Offices e Real Estate Offices e Insurance Offices e Accounting Offices e Marketing Office Lease Torms If the applicant Is a termnt, It must have a proposed or eacecuted multi-year lease with a minimum of two years remaining on the lease. The commercial lease must define the lan dlord-tenent relationship and at minimum provide the following Information: Pep 4 of 1i 710 ND* r=odoml HigNM, ko*, FL s8W Plmm 51-7a 4=6 P=b61-M Ooreat Inft • A description of the space being rented. Including square footage and e drawing of the space. •Description of utilties that are the gent's responslbilty. • Rental rete and depostts along with terms of lease and m fiWology for future rent increases. • Responsible party for Interior and exterior repairs and/or Improvements. • Insurance requlmmernbs, • Ability to terminate. • Consequences of default on the base. �•. i i• 7.1 Applications can be obtained ibm the CRA office located at 710 North FedwW HVrway, Boynion Beach, Florida 39436 or downloaded from www.c@tchbgynWD=CoM. Al applicants am required to most with CRA staff In order to deierr*w oibbllly belbne submkdng an application. Funding requests will not be considered until all required documentation is submitted to the CRA office. Application io this grant program Is note guarantee of funding. Funding Is at the sole discretion of the CRA Board. Applicants must submit an original, "hard copy application with all maisriois to to CRA for review and approval by the CRA Board. AppNrartlons wll be considered on a **- come. flint-" basis. Application packets must Include the following downerfttlon: (� A nonrefundable be of $1 DOM Is required to obtaln a consumer report on the business and prinolpaVowners of the business. Malas dusok payable is Boynton Beach CRA .Z Written detailed project budget desalbkg the �M to los done to the rta 1 -property. It must list all project ooste the apptloant Is requesting for rn. The project budget must provide a ictal cost of the project. 3. Cost astimale(s) from a lloensed confraotor(e) as spscliled In the app cent's projed budgwL Copy of bulding permit receipt. g the permit has not been applied for prior to submission of the gent sWastlon, a copy of the buIlding permit recelpt Is due within 90 days of great approval. Resume br each princlpallownar of the business. �( Copy of the corporate doc urnenb for the spplytg business entity. Copy of uoecuted multi-year commercial leas agreement. J Two (2) year of corporate tax returns TMAa (2) years of personal tax ref ims for the pdric"Vowrters of a new business. ,� Ihlti�i POO sd1a 710 NoM fel 1#W aoxAon aMd� R FIIo�N /e1-ziT,�6e r �1-737.1�d ONSU •t O\illl- Copy of design and constnxtiorm plans associated with the proposed linprovernents. 1 List of Jobs to be crested and NWlnduding job descriptions, pay range and weekkroludlng job descriptions. rrangeeaand weekly acde hed lei. all current posltbrac 7. A minimum of four (4) dolor dlgNal 'before" photos of the project.. A CHED FORMS TO BE COMPLETED! 4 Completed and signed opplloation. V"r &&wrlmtison to Pafonn Credit Check for the business and each principaVovmer the builnsss (Aiiached — muN *forms maybe needed for principaVownery ar ths business). V11V Form (attached). Cl Plennhmp & Development Dept. Admawledpanent Form (attached). CNV Permit DspL Aokrmavledgenmsrmt Form (attached). The above rohrenced City Forms must be completed and submitted to the appropriate deparknents located at City Hall 100 E. Boynton Beach Blvd., Boynton Beach, FL 33455. Phone 081-742-9000. Application and CRA Board approval of this grant Is for funding only. Approve! of CRA grant funding Is NOT approval of any We of City processes Including, but not limited lo, pemtite and abs plan modMcetlon. Applicant must apply fbr pu mibe and site plan modtAoadon through the appropriate departments at the City. All commerdal projects require permitting and site plan modili ation reviews. It is the responsibility of the AppM=M to obtain all necessary City approvals. Approval of Funding Request CRA staff will review the appli atiom to verify that the project Is eligible for reirnbursernent and that all required doaxrmentation has been submitted. If It meets these requkementa. CRA staff will present the funding request to the CRA Board for review and approval. The CRA Board meals on the second Tuesday of each month. The schedule for CRA Board meetings can be obtained at f!! n.com. Applicants VAN be nod of the date and tine that their apply will be considered by the CRA Board. The CRA recommends that applicants a8end the CRA Board mesft during which the Board will consider their applications In order to answer any questions the CRA Board may have regarding their applications. CRA staff will now the applicant of the CRA Board's approval or denial In writft. Pas 6 of 13 710 NoM Federal HW*wy, B*p*n iraaat►o FL 3W5 Phone 601-73741256 Fax 861.737400 sib Vieth CRA staff may conduct a alta visit prior to transmitting the application to the CRA Board. and once the project Is completed. Staff may also conduct unannounced site vis before, during and after the project In order to determine and erasure compliance with the terms of the great agreement. Expense Reimbursement This program Is designed as a matching (60%) grant. AM w6rk must be completed and paid for by the applicant prior to the CRA fiends being released. The CRA will provide reimbursement to the applicant upon submittal of a complete rel mbureement request package. Raimbureement Docurnentotion Once the work Is completed the RaImbursement Request shall be Kul w1wrized In a report and accompanied by the fbibwing documerrbrelon: 1. Project accounting: • Invoices, receipts or other acceptable evidence of payment fbm suppliers and licensed contractor(s) that have been n artaed 'paid In fua." Proposals 1br 'work to be completed" or Ibids' are not considered proper documentation. • of the check. as well as the back of the cancelled check. The only ibrm of cash payments that are acceptable as evktenoe of payment are ceshler's checks and bank transfu . A copy of the croshlerr's cheat to the payee must be provided me proof of payment. If payment Is being made by a bank fir, nefsr, a oopy of the statement from both payer and payee showing the transaction and/or a copy of the ernallibmt verlRcatlon from both parties. 2. A "Nnal release of lien" signed by each licensed cont u Aor(s). See attached Sampo of a Final Release of Lion fbrm. 3. Copy of City of Boynton Beach and Palm Beach County business licenses. Pap7d13 710 noM rydwW MW w", Boyne, each, R & W -W RxW-787 aoraaow, 4. Applicant shall provide color digital 'during" and "afbr" photos of the project. Photos should be from approxfrnabely the same position as the "before' Phobos subrNtbed In the application. Sy submitting for reimbureemerrt. the applicant warraft that all bills for which applicant Is directly responsible related to the project are paid In full Including, but not limited to, ail contractors, labor, materials, related fees and permits. Grantees may not su" work Improvements for relmbmeement which have been used as reimbursement requests In any other gnu t program offered by the CRA, City of Boynton Beach, Palm Beach COLM or the State of Florida. The Commercial interior BuIld-0ut Assistance program will only reimburse applloants for now expenditures that have not been submitted to other grant programs for relmburvemerrt. The Commercial Interfor Build -Out Assistance program may only be used one time In any five year period for any one speciflc omTm erclai unit or business entity. Grantees shall allow the CRA the rights and use of phoboe and project appikstbn materials. The Boynton Beach CRA Is a pubic agency and Is governed by the "Florida Pubic Records Levi' under Florida State Statutes, Chapter 119. Any docimnents provided by the Appilcard(s) rney be subject to production by the CRA upon recelpt of a public records request, subject to any exemptions provided by Florida Low. SUSMI K MSI OF AN APPLICATION I6 NOT A GUARANTEE Cr- FUNDING B IS the nsobilqof ft licaREAD AND UNDERSTAND � aspects of the Grant Proprsu'sRuedsqulroeri NOTICE TO THIRD PARTIES: lire prom application progrren don not a- ads any rights for any parties. Including pard" that perfall work on the project. Nor shall Issuance of a grant result In any obligation on the party of the CRA b wW third party. The CRA Is not required to verify that erid that have contracted with the AppAoant have been paid h lull, or that such andes have paid any suboontreotors In bull. App%ant'e warranty that all bile related to the project for which Appli ant Is directly responsible is suMclent assurance lir the CRA to award grent funding. 'j. �Initiet� M Nay, rydv I low" 0 �04� s� Mro M -MM Fu 8014374M, IVAS n APPLICANT INFORMATION (Use Addkkmal Shy If Necessary) PAINESS INFO TION: "-P L Bualness Nam (D/BlA Napplicable): Current Buslimm Address: A'J( YA- Fed P,.: rA I - 004"> Fax W*bWW:'0 p illy fd a - T-011-1 Bdelng Businew:14NO Number of years in adeterve.,_ Y"7 Now Buelr=B to Boynton BeacFx Yaa)L No ThmetCurnmiLoation: P5-� 140 Do you have an examAed lease agrsoment-- YM NO— N so, morift base rent__),, - I (to - -r— Now, Businm Address (rpot be within 04A 100 Square fttege of existing location MD k pp ld�4 Square footage d new l, 1111, 7ylm of Bualmiss: Number of EmpWyem_ Hours of owaftm rA - r - 'Le'� I 1. Plinelpelf0wrier NwnL- I uoct- Dab of K-th: L I i Curwrd Addraw 1-1 6L VI 7 -Phow cow Im Papp lafis 710 North tyd.ar 1141mov aoynbn 0@aohFL3HXPhorwW-7W4MP=W7374M SDTA~ Z PrtnctiaVOwner N wu:__ Dais of NO: Current Address: Email: 3. Principal/Omw Name: _ Date of Birth: Current Addroea: t�.: f Phone - 4. PrindpadOwner Name: Data of Blyth: Currant Addr*sL--- Email: Landlord Landlord Landlord Phone P. 1C — Are you applying for grant ansistonce under any other program offered by the CRA (Tier One Businesses onlyy: No If yes, what additional programs ars youfeppMV for: Ane you rocalving grant sreelslarws fr um any other govemmarrial agencisa: Ysa Nb—�4— tf yes. Ilat any adcitlonal grant sources and arnounbs: C RTIMMON AND WAIVER OF PRIVACY: I, ttrs underalgned apploant, o& y that all IrrfomraBon presented In this eppllwft, and all of the Infonrrstbn furnished in support of the applioatbn, Is given for the purpose d obW ft a grant under the Boynton Beach Community Redevalopmenl Agency Commercial Interlor Budkl- Out Aesistsnoe Program, and It Is true and complete to the best of rrry bmwbdge and belief. further om* that I am aware of the tett that I can be penaltzed by tine and/or Imprisonment for making false eieten tit or preeentlnp false Information. I tuhher aoknowladge that I have read and undo dvW the terms and conditfone eat forth and daeorlbed In the Boynton Beach Community Redevelopment Agency C rnw rchd Intarlor Bwld-Out Assistance Prngrwh Rules end Requiem te. tee• go 710 woM Fid" KWw", ��bn Mem" aerasd1a Ptww SM -7374M roc 661-nT-3M OOFA~ 54 3s - I understand that this appketion is not a Ouwantea of grant asalstsnce. Should my apploobn be approved, I underabW that the CRA may. at !ts sole discretion, discos irm oulwidy paymento at any time If In Its sols and absolute dakwmlrradon it facia such aloe no longer meets the program criteria or Is no longer bwmMng the fudhersnoa of the CRA mission. I hereby wahre my rights under the privacy and oonfldmftMy provision act, and ghe my consent tc the Boynton Beach Community RaI . int Agency. Its Wits and contractors to examine any owdkkw tial idomralon ghm heroin. I further Onuri permission, and authort m any bank, employer or other public or private agency to disclose IMormatlon deemed neosseary in oompiet this a wwwon. 1 specllicolly aut wtm the CRA So run a credit report as part of this oppiioailon, and understand that Information in my credit report, Including a record of bankruptcy, may dhxpmiry me bum obtaining gram funding. I Ohre permission to the CRA or Its agent to take photos of mysefF end business to be wed to promote the program. I understand that r this application and the Inibmudbn fumlehed In support of the apploadon ane found to be incomplete, it will not be processed. 81LI®MIMION OF AN APPLICATION 18 NOT A GUARANTEE OF FUNDING It Is the respon0ft of the applIcard to READ AND UNDERSTAND a1 aqm is of the Grant Piogiu n'a RuIseJRequlmmw is and AppAaetlon. Pop 11 of 18 710 NoM Pod" F8oyrtAon Bwofg FL 8880 Phony 061-7876 Fax 601-73742ti6 oun"S" — __l Prind S,c Iry a Sipnsture Printed Na PrinctlpaVOwners Signeture Prince Name PdrwipallOwnsee Signature Printed Name Pif6dpaI/OwWe Signature Print®d_Name - Da6e Title Title -- - - – — Mowry as to P*M0albw Ws SS%rieUv& MWldi k notary P&M wasp be used if 80ft &dWUSW. STATE OF�uvk&k__a COUNTY OF %A t r, TWO - Date - - - Title BEFORE ME, an oif m duly authorised by law to adminidw oaths and taloa I :M�w —,who isA porsflnally Ione t�-br produced ss Iderib r , andvcWor vledped hsVshe eora WW the foroWn0 Agreement for the use and purposes mentioned In It and that the Instrument Is hbftr ad and deed. IN WITNESS OF THE FOREGOING, I have asit my hand and oglpkd seal In the Sbdte and County aforeseld on thls _'jt� day of _ .71 20� , NOTARY PUBLIC 95 WOMMIMPOW EMRE& immy ii, on pw 12 of 13 710 North Feft ft Bol W sem, RUM Phone 6e9 -7i -X= rtx Kl-?3?4= Landlod's Slav to pew Printed Name _ __,,_ _TTItle Landlord's S halt ms W -- - Date Printed Nerve .;Tme Notery as to LarxkvcFo Slgnatum. STATE OF— COUNTY OF BEFORE ME, an of km duly autt dzed by low to administer oaths and hake adcnowledIBM] perwMilily' appeal r > r ��ihh ��, i. y.}-.- _ - _ , who Is/are personally kAown ID me or produced E, y - _ as Identiftadon, and acknowledged helahe exec ad he fbrsgolm Agreement for the use and purposes mwftned In It and that the Instrument Is Meller act and deed. IN WITNESS OF THE FOREGOING, I have est my hand and official seal M the State and County aioreseld on this __- -'` _ ._.. _ day of j'*rR ___--- , 20 I V . AWATH t oaWra ' a MY COMMONC04 4 FFS=W expM& JwA" li Joao iwi.L�n�� _ fwn�acesw:s�.Q�M� NUt4ff PUBLIC My Cowwgnlon Expires: 710 Norl, Faft IP11oe 1s d 1� H1ptWy, May ft llMdl, R ifRi6 Plan f301 737,3't6A Faoe i81-7s74M mrms" Wmadabamwamm --) r ro^^ .� " I l t7^440E . aD-WA-*42, 000^ B C.. ).YNTON��� =BEACH COMMERCIAL. FACADE IMPROVEMENT GRANT PROGRAM CITY OF BOYNTON BEACH PERMIT DEPT. ACKN ALEDGEMENT FORM CRA Commerckd Grant Applbartt:os e. r has met with the City's Perrnk DspL to review the tmpm-- imi Unit wil be do "yon the property boaW at: 1 � .e h t � List of Irnprovemenb: �-e Cab, ►. r_! s -- �, a� —_ .��� Chy of Boynton Beech Penult Dept. 720 North Fedent HWwmy, Boynton Beach, FL 33436 -Phorn 561-737.3256 Fax S61-737-3258 �10 BOY�IA(01, CRA COMMERCIAL FAroADE IMPROVEMENT GRANT PROGRAM CRY OF BOYNTON BEACH PLANNING A DEVELOPMENT DEPT. ACKNOWLEDGEMENT FORM CRA Commemlal Grant AWftnt cia h oc. e' _ hae met with the C*/@ Plennlnp' & Development Dept to wlew the kpprovements that vd 0e done on the property loomed at_ It _ t� W-' 'jy - List of Imprvvanoft . ' t' �.A �R� Y1 Lt_ ► E i r ' u "� QLVNG� .rl :i k l 1.1.1 U _ M of Boynban Beach Planning a Development Dept. Reviewed by.- Date: _ �: Z 8.f 1 GUiIL. $E / t GAEL /7Lc WO M;7#J 710 North Federal HWM. Boynton Beach, FL 33435 -Phone 561-737-8256 Fax 581737,3758 as. of View Property Record Owners 100 SOUTH FEDERAL ;LC Property detail Location 100 S FEDERAL HWY Municipality BOYNTON BEACH Parcel No. 08434527040000010 Subdivision LAWNS Book 28212 Page 1284 Sue Date MAR -2016 Mailing Address BOYNTON LAKE DR N BOYNTON BEACH FL 33435 2416 -E•Ocean Ave" Use Type 1700 -OFFICE ONE STORY 0 Tota Square Feet 1312" ti r Lira 10 IM c,vicee l AVC E open AveE:O-q'in Asn - E Oe 00 �4 tj T mmercial Lease 100 Squth Federal Hwy Niia °_ease Is entensd Into by and petween, 1Q0 South F North Bcynt>Qn Sesch, Ff. 334M ederal LLC with an address of 2511 LOW Dr With an eddrese of 103 ME 2 d Q�I�d' and Posit Re�1tY, LLC and Jerilyn Waltsr personolly 11AY beach., FL 33444 ("Twonn. fn ConsldPmtbn of the mutest c enema obht ned herein . and with the intent to be Isgally bound, Landlord gther valuable conslderatlon + ved arra Tem agree as follows: 1. PREMISES: Landlord hereby lasses to Tenant and Tarrant h following promises: 100 Sauih Federed Hwy ®oynoon Seach� 133 from {.mason,, the Leans also Includes use cf Landlord andlo d'® fixtures °�' �)• Th� Premises. The Oprarniaiee.4 are sdWad' ��°� and pephal Property in the the Tax co"Woi's W for atl tour*" -to contain � as per Exhibit A, ir)rri 2. PERM: The term of this s its, seas Will be fat ;i ysar8 aomrriencing on April ist, 2017 end endir� on midnight Atar+ch $let, 2= unless Sooner twMinated accorcUng to the proVI$Ions hered Rent shsfi commence on April 'tat, 2017. 3. RENT. Terteht age to pay bent to LWKaW lnetetsrn" as tatrows: ((yyM1M1�•))��////([f{�/,j J1 /[y j(�• wl yI� deduction Or sot off, in monthly //Jl ,4. Year 1: (9eer Rena 7' .Oti (GAM) tw.g0 B. Year is (®ass. R 4150.00 + CAM NX) .43 - $3.9ft43 '1 C.. Year � {SWW ! ) Sk5M + (Tax) x.65 ®301.48 � D. Year 4: #5 0►is0.Q0� + {CAM} #1,040.Qp (1'joc} 480 a +�rtt04.30 9 s�rsQ.ai�.+ ) $ ;1 .49 $52XM m E'. Year 5: (ON* ft(CAM1,140.00 +.(TWO tQ.otz + tom) Si,ZS8.00 + .sa $5sf3s,$6 4; Bent shalt tO pe0ble, In aovanaa . plus or before the first al�tlpable Sales tax cUT"Y Seven, Percent (-/%) on �Y of each Month during the teen of thL.e�se. Rent shall be paid to 1 eridtord, by direct Qepo0lt is Dray to 100 South Federal LLC at ITS Sank, Account or a such other as L.sndlord tht4i Lase. Tenant shall " speolfy in writing to T- Orolt. Time Is of the essence in i;saurr -:� 7oQ t#p;kft dog SWet, 7irx . 5,4 for o which includes (Haft wwa 'if Temi t ehidi fail at arry tirrWto perform any of the terms, cov lam, l-endiprd e► 1 have: the to F f #* *-Ulity pmt, or . and o ttp of thfe 1Wlc1ency ea med by such default, withoutJe zl to arrY I �lrs, but In do avert shdj I�e ' be �.�Y r. hts mssrv4d to t,artdford PUrt ®. If Landlord �o required to use or apply the .*OQlt any sl�ch 1 aril, ar,any podlon dr the ssmoty deposit, Torrent stroll t vAth Laridi� an ami s� gldent to restate the s PbY in'tlhwewioneo. If Tear ahv falttlfUily ectstty deposit to the amount first terms, 0 Z of this l&e� Landlprd tarlll -gurtd to Tenant the.al'orese d - M"r" anal " Gam) txlal a days the t®rminauon of this Ivase and the v deposit witFitn Tenant, less any f es for ive vaear ifon of the Promises by terrnlnat of this surd tear of the I'remless, Tomes o or eeriy Leers shall result In.forfeiture of the Security.FGeposlt. 5. U7.11-ITIES: Tonarrt�; will pay torah utilities and nervi not iirnited io aleotrloity, water tDes fumhQd to the; Prerritses, but security morJtoring, past control, lnternet, oabie, Tenant: oaf: I Of 9 > �► a 40 a :141043- qusuel uodn eouamsu! ,1D opo" ad is Jo AoIpd yons 10 Ado* a 41IM PaWuei 40Iwn,11PO4e Imuol 'awpdue Is uPft X41 pine uolsseseod 9up,ot o01eq jeouso Jo 95imp )°u Amu Jansul 0411041 epinaud tle4s pus 'A dde Abw s)seuelul Jle(1) 0e 'Aolpd pus elgoWpeo 4oueunaul e4) uo pwnsul lampne se pMuel Pus pamsul 041 sa wwo,k sum pt4s Aalpd 4onS •eis8uep f4jeftcl pus AmJ+I AIS Jo; a B&o8Se pauefl 00'000'0oot$ pus eotemtow-Jad 00'b00'000-tS u9to mel jou 9A84 Huls AoIpd 4on8 -popV." lariw Auedwoo souaunsul AU •pJolputay 04 elyeldeoats eq Saw se Auedt:uw flans Wm ee9 Wwd OtAl le seeU(snq ip4i 01 !swiss✓ 44M 00usmsul ODRwP AWoud pug Av1l4all oll8%l IosueB 'ssuedke ape 811 W+Jim 11840 #MBI 'Igmww Jo uolp M)w Aug Pus 0wr M jo wae1041 fit] 3O(4VUnSNl Alniavri 9.LNVN31 31, 'sVAwAvd IAM 9 l. w04 Pled e4 IIIA► 4014M ' lueual of 4WUwnsul 0000 Pus Pt*m 'AW011 'Allgn98o 10 MO 40ns Ike 4&oJ41 end 11049 PJOPuin 't"I 1A PJ0fiw0"1 XQ " PeAOIhJ 64 )1042 448MA00 ui COMMIa AW *MMW SP Pe OOM 044 A 010 ue3WM 84 1!848. 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WScjOad IVNOSHS,4 '8 '1040 LIM9 410 p P01Jd 941 Sul M loeJla ul IOu 91 ease'1 8141 WRIMM 041 01 luec'te•L Pte PJOFM. tmmleq P WAmddP e4 tleys av8J0ip ptw 80x81 UV')MW + s,41u0w lieu 941 u1411M Pled eq lsnw 00olpAul Ong ,&a 1t 'luewAmbop m got 401gmn 010ReW "tuAod 041 pus' MOJ096 A ilww 041 ul Peloellw slunowe e4# PM OVA eopnul 4003 '!Jetsi of popAUI us &4AIGno Aq pJ01PUS'I 041 Cq peMo ONV0;9 dn-etvl's.ouinbsJ use pJopjn '®seal eta Ino 11 'upn4 peep 0300o s4} 44 wowAad oWnbeps mnsue of uopmep s pJ *msl "w at3mp of lo9(gns sI x81 saes§ Pua lUea e4) talm 4wtu 4fae vnP YWO io lunowe pwasifad 94.1. AKwaso e43.b; kesseoeu lunoux pelasfwd 9 4)IM 910M A1 WOLU e UO WPM 04 saunowe 4one Ad 11e48 Mm.L 'OOLmm.ul, p0d11 pug ewaftul AWssP Vi s mi Ajwdo4 o; pw*Lgl jou Incl `du1PWW 1pjolPuel 043 Aq Amos au peux" oo"Sul 'eex101 sM93 !veil 10 wmm eJ11ue a41'pJ %Nal o) Asti Hmp j OM -1. `Itm WMDIPPB 9y InVO) NOLLVbIIW 39N3dXil V �OWWSN1 'XVI S.LNVN3.1: 4. '4wdoid sl4) 4 Seen Pe)ol you pus oplespied uo goueollP mp l!e stop 0104 WOMI 'PJOIPuY140 luesuoo uGUPM. no e4) &AupW 1no411M owdind Je4jo A49 Jo; 9esiwad e4j sen 1pu faw lusuO,L •sealwsJd ey) of elgaolldc1c 9uopoypW pus assn slgleelwAd Ayl 411M 93tW OOS ul 40908 uoluAolq W Alla Jed se 11e a 'p 9oWo elei93 fees 0s rilekos lu10uel �iq pasn eq 1pge setwo 84.1.:3Sf1 L (ImAs sed' lalm 00ZS) 'lLgwAad GA 4oee JO; llnejep 8 POuJ"P 91 luw SWI 10 luewlled '00 -Mil 10 8% OAPM;RluluJPe us Asd U844 lueuel I�ueq 241 Aq pawrq J al 1u"I Acl powas0ud 4m4o 0 ji -00-OM ol lenbe s8Ja4o luewAsd 018! 9 Woipuwl Aud Ifa4s w wei 'enp el gums 9419M e4) )o 948P 4 UMW JOptx O 4 enp lunouit Je4)o Aus m lues 1d IL*w i naul Am had of slls; line! A :saowwo 3,LVl '9 •Jajsdiunp *1 eplem Jo seepwd 041 put4sq AMAGlle u! 9ut94.MW 10 86KNO G mIs lou 11949 ludm ialsduinp s.BuFIPx4 ul peoeld eq Asw ed/4 Vitus jo iWgsp a ja"suoo oN 'suollepaW 18 DWUJeACtl lle 1411m eouep;Joom to Jeuuew ops AlIE4Ueu UWIAue uta uI )0 Pes4dSp eq lsnw eouinws stlopntw i9W Jo 9lanpoid umeloAed AuV-piluoo spgpmej puoAeq sero Aus of onp,4 eolAns,o Aln»n Aue ;o wNle; Jo uolldtuMul 841;q uossiu Aq weuel Aq pQw:)ul esuedxe as 439% Aug Jo; spell aq jou 11048 *IpLol 'luaUsl A4 POM)00eosu JOA6u* qsM jelasds Am pus 6uluOW Landipes rggt.lest. 12. MAINTENANCE AND CONDITION: (a) Landlord shall maintain, repair and replace 6nly the roof sq long as any damage of said roof was not caused by the Tenant, or neglect by the Tewt to timely Inform the Landlord of any damage to the roof. The Landord has no other naIntenwto or replacement responsibilities in this Lease whatsoever, other than with the roof. 'rawk shall have the benefit of arty posslbie currentufopturer'e Warranty appilcable to any meahank�l - systems dw tng the term of this Lease. (b Tenant acknowledges that it has examines the Promiseand fixtures, equipment and personal property and that they are in good condition and repel Tarrant shell keep the same clan, We and In as good order and repair as they Mere at pomfnencoment of We !:ease, ordinary weer and tsar expected. Tenant shall use all fixtures, appliances and facilities In a reasonable manner. Tenant shell dispose of an garbage In designated dispose fecilldes, M acggrdehce with the city rales and building policy. Tenant will pay for fall dernage to the Premises and repairs required due to any act or negligence of Tenant, its agents or tnvitsoo. Landlord and Tenant each .agme'to maintain and repair the Premises In compliance with all laws, ordinance and regulations applicable to them. Tenant egress to prornplly give rwfts to Landlord of any applicable required repairs or applicable unsafe •coi tdons ae.per the lease arxi Landlord will be afforded a reasonable perm of time to .complete. 13. TENANTS IMPR0VEM1ENTS:; Tenant shag not paint or defsoe the Premises, or maks any alteration, oddloons or Irnpr6Yements without on each occasion obtaining the prior written bone t di' t eridlo d, which consent shalt not.be unreasonably Withheld and will be answered wlthin 48hrt, unless otherwise Agreed in writing, all alterations, additions and Improvements shell become the.property of the Landlord and shall remain on the Premises at the orpirstion or tajMInsdon bf this lease. It is understood end agreed, othstwlse. that Loch the expdretlon of this lease, Landlord. at Its 4pdan, May require Tenant to remove any ankh elutions, additions or irnpbvements and motors the Premises to It fomter condition, 14. DISCHARiPS OF DENS: Tenante agree to prompdy ppy 'fts,co'ntractoro and supplier; for all work perfomned and materials. furnished to the Premises, if any. In the event any nteghanles, or almhar lien N filed an the Promises or building In which the Premises are. located which Is claimed to arise from Tenant's action, Tenant shalt, st Its sole expense, discharge or bond agelret .such tion withoUtt 10 days of no;006 ff+orn Landlord, in no Instance may the actions of.the Tenant Mate a lien on the bvlidirr� and Tersant shalt so notify any contractor performing work for Tenant. i6. OeL;VERY OF POSSESSION: if Lmdord is usable thmLigh no fault on its pair to deliver poesession of the Premises to Tenant on pr before the ootnmw'K nrent date, this lease wAI xontinue M effect, W rent and other amounts will be pronated acoording to when possession is given to Tenant, except if such f0lure Is thus to a falluro by tonard to clbtain regulatory approval ri j1 for ooc*amy of the premises. The term of ties Iowa wIH not ba, extortded by any Such Way. It Landlord Is ungWe to deliver possession within W days of the commencement do* Landlord fX.- may tentstnete this Lease mid all payments made will be returned to Tworit and all obligations of the parties will cease, except In the instance of failure by tenants to pbWn regulatory approval In which Instance all payments made will be.fortated as oompensetory damages to Landlord. Landlord will not be liable for any damages for such a delay or fallur+s to deliver t� 1S. QUIET ENJOYMENT By paying'the rent and ob"Mng al( the.egreements, terms and cor diticns herein, Tenant shall peaceably and quietly have, hold and enjoy the Premises drag M the term of this lease and .eery extension or renewal, subject to the prevision hereof. 17. ACCeSS: Lendiord and Its agents may enter-the Premises at 411 reasonable times and ups -reasonable notice to Isn to Conduct Inspections, make necessary dr desired repairs or Improverhents, or to show the same to prospective terrarrrts, buyers or lenders. Landlord may , Tenant: Date: 9 of 6 AJ,)r i also enter the Premises when thw scene appear to be abandoned and for the purpose of piecing signs offering the Premises for sale and rent. In an emergency, and as permitted by Law, Landlord may enter the Premises without prior notice to Tenant. Tenant shell provide a passkey to Landlord In the event Tenant charrQed locks to the doors. 18. COMPLIANCE WITH LAW: Tenant, at its sole expense, shall comply with all present and future Iwo, ordlnehces, codes, regulations and requirements of any federal, state or local authority relatfng to Tenant's use of the premises. Tenant shall not make or permit any waste 4n the 'Premises, or.any nuisance or use which might interfere wlth the enjoyment of other tenants or persd* In the general area of the premises. Tenant shall not commit or permit any act or uss of the Premiess which may Increase the fire hazard or the cost of fire or other Insurance on the building In which the Premisee is located, or come'the cancellation of such insurance. Tenant shall pay additional Insurance premiums resulting from Ter%nt's use of the Premises. Tenant shall obialn, at its sole expense, any lcwweo or pem its which may be required fbr'fanshl's use Of the Premises. 19. RULE AND REGIJLA-n": Tenant shall comply with all rules and regulation currently In effect or which Landlord may hereafter adopt for the safety, security pare, building Image and orderly operation of the Premises, Included, but not limited to trash placement, window displays, the Installation of seourity systems andthe Instsgedon and use of Outside lighting at Me front and nw entrances of the building. SEE EXHIBIT A FOR MORE RULES AND REGULATIONS. 20. ASSIGNMENT AND SUBLETTING; Tenant shelf not assign. transfer or encumber this lease, nor sublet ail or any portion of the Pfur 4mps, npr.permit the occupi tion by others, without on each occasion obtaining the prior written consent of LandlorO. Which will not be unrea4onably withheld at Landlord's ads discretion. Ca*wt of Landlord on any ours occasion shalt not be downed a waiver of .the necessity for cogent on any other oca"on. Notwithstanding any assignment or subletting, Tenant shell rernaln primarily liable for tta payment of rent and the perlomonce. of all oovsnsnts, terms and conditions of ills leasa..Any ettdmpt tp.assign or sublet wM&d Landlord's consent shall be void and shall "to Landlord, at Its option, to temiinete thlo Lease. Landlord agrees to allow Tartar to sublet to.a title company, mortgage broker and Insurancs oompanY. Any and all sut>retm rnuat adhear to the same hlsurance nquIroMents for Casualty Insurance and Liability Insuwxm set for In Peragraphe 10 and 11 of this. Losse. mepecovely. 21. FIRE AND CASUALTY. This pease wig terminate upon a total destruction of the premises or building containing the Promises due to fire or other casualty and rent will be apportioned as of such date. In the Event the premises or .the building containing the pranilses we dam 4ed by fire or other casualty so as to render the premises unsultabie for the use for which the sante ane leased, rent will be abater! until Landlord sho have restored the safro to substantially their former cordtion. Provider!, how9ver that if Wwxgmd vtsp% not to mpg# such dmage, or If such mpatrs shall not have been completed wMiln 180 days, suer party map► temdnate tis Lease and rent will be apportioned as of the date of terminOtlon. 22. CONDEMNATION: If the entire building In which the Promises are located Is acquired or condemned by the power of sminent dornain by any public or other ou du ty, then this lease will terminate upon the grate such taking bdccomAs eftective. Rent and other ,p$ymerts will be apportlgned as 0f such date, g arty part of the promises oc building cont l ft the premises Is so acquired or condemned so as 10 render the Premises unsuitable for the use for which the same are Teased, then this lease may be terminated by either party tion thirty days written notice to the other. Rent and other payments will be apportlorred between the pAttles as of the date of terrninstion. If this Lease Is not so terminated, therm rent end other payments will be abated according to the nature and extent of the area taken. AN damages awarded for such Instruments Tenant: 'Date: 4 of 9 of essigrrwnt ore lWdqrd may reesorvMy rMeet for moving expenses or TwOnt's fixtures, improveinents or equtpm.W shall belong to Tenant. 23. LOS$ OR DAMAOF.: Unless caused by the gross negligence or willful neglect of Landlord, Landlord wlR' not be Iiable for any loss, damage or theft of any property of Tenant or others kept or stored in or about the Premises for any reason, Tenant acknowledges that It Is Tenant's responoltA ty to Insure its own property and improvements. Tenant occupies Premllses at Tenant's Sole risk. Its INDEMNIFICATION: (A) Tenant shall lndernnify and hold Landlord Harmless from any and all Maims, loss, damages. Ilene, expeMes. Wuding reasorable attorney's fees, And habilities cif whatever mature, arising out of or relating to' -p) any default by tenant In the performenoe or observance, of any covenant, term or condition of this lease, pi) lose or damage to any property or Irgury or death to tenant of any person occurring on or about the Pyern4ws due to any cue other than Landlords gross negligence or willful neglect, and (ill) Tenant's use and occupancy of the premises,/ X DEFAULT: Tenant shell bd In default of this Lease upon the occurrence of any ons of the fotkm" everrie; A. Failure to. pay any installment of rent or any other amount required herein which shell Pontlnue for 7 days after the same Is due b. Fallurs to perform or observe tiny other covenant, term or conditlon of ;his Lease which dhg not be corrected within 10 clays after written notice from Landlord, or for such larger period as may be reasone* necessary to correct such deferdt. c. Abandonment or cessaQon of business operations at the Premises by tenant d. Any. mlerepr+reanUdlon or omleslon of or on behalf of tenant made to LAndkmf in oonnectim with Lease. e. insdlvenay or failure of tenant or any guarantor to gerWWly pay its debls as they 'becorhe due f. As*V mtent for the ,benefit of creditors of, or sppotntmbrit of it receiver, or other office for, all or any part of Tensid or 6AY guerm tor. V. Adjudication of benkruptcy,.or filing of a petition under fly bankruptcy or debtor's relief few. by or against Tenant or any guarantor. ZS. ftEMEMES OF LANDLORD a. (A) Upon Ony default by Tarrant, Landloro may, alt its option, terrnh*9 this lasso srrtifor commenoe evtctlon proceddinds In accordance with the. laws of Florida. Upon any such def to U rdiard strait also have the nter right to eupon the premises or any pert therliof, without demand .or notice, and repcesess the sane and expel Twuutt and any carer woupwits and their effects, either with or without terminating this Laws and to le 1"peoo the rant due sandier the term of the lases WhWh. rept shall boocame immediadey due and payable by tw watt. Any entry knay be with or Without process of law try force K necessary, or otherwlss according to. hj, v. No entry shell aLolspt Landlord to any'Nr3rbilfty for trebpass or damages. Upon any entry or terminatim Leardlord agrees to tote reasonable afforte to reset the Premises on Tenant's be.W or Vie, for such terra acrd tett as Ls KWW may determine. No act or failure to act by Lw4)rd shad Wwve any romedes wNgh LArtdlord m$y have for-amms of rant or breath of covenant or release Tenant from any Ilabitity whatsoever. b. Upon any termination or entry as above, tenant shell In¢amnlfy Landlord again; all lops orf, ratite and other amoun.Is which.Landlord may incur over tho m.mlrxier of the term in addltion to paying alf overdue rent and other paym&M. At landlord's Election, Torrent itheH .pay to LAndlord an amount equal to the rent and other ptpymenL At UvIdiprd'e Tempt: Date: 6 of 8 t P election, Tenant shall pay to Landlord an amount equal to the excess. of the rent other payments hereunder for the remainder of the tern over the fair rental Value of the Promisee over the sante period. Tenant shall also pay to Londlord all costs and expenses Incurred ,by Landlord by reeson of Tertant's default Including, without .11mitation, attorney's feert, costs of regalning possesslon and reletting the premises, brokers fees, storage fens and r+epabing and cleaning costs. 27. NO WAIVER: The failure of Landlord or Tenant to regains strict performance 4y the other of any covenant, term gr condition oT this Lease Is not a waiver for the failure of " breach of the same or any other covenant, term or condition hereln. Landlord's acceptance of rent is not a waiver of any breach by Tenant. 28. REMEDIES CUMULATIVE: To the extent permitted by law, the rights and remedies Qf Landlord herein are cumulative, and the exercise of any one of them Will not bo deemed to be In exclusion of any other. The rights and remedies herein are in addition to any other rights and m reediee evadable to Landlord at Iso, of equity. 28. RiGHT TO CURE OTHE'R'S OF-I'ML7 It altherLandlord or Tenant falls to perform any cdvenant, term or condition of this lease, the other party may, after ghrlt>g neasonabie notice, perform such covenant, term or cohdrdon and expend whatever slims may be necessary. Aa sum expended shall be repaid on demand. 'Phis performance shalt not waive any rights or remedies, which etdW party ma'y have against the other for such default. .30. SUBORDINATION OF LEASE: This lease I$ subject and subordinate to all present and future mortgeges, bust deeds and o0w s6maity Instruments th¢t n*be placed on the building in which the promtses ale located; provided that for so long as Tenant is not In default of this :Lease, no foreclosure or similar proceeding will termInste this tease or Impair any of Tenard's righty}. In the event of arty such proceedling. Tenant shah attom;to the naw owner etnd such successor as the new L.artdlord under this Lease. Ahhou;h no furthff ad by Tenant Is necessary to accomplish the above, Tenant agrees "to sign any other instrumerit evidencing'thle subotdinetlon and sttt rnmont as Landlord may reasonsl$y request. 31. UNAVOIDABLE DELAY$: Neither party will be liable for any delay or failure In the perfatnance or any of its obligation herein when owe to {soon disputes, Inability to obtain materiel or pervlges, years, governmental taws 0 restrictlons, weather, acts of G-¢, or wW otyer causes beyond the reasonabla control of such pasty. Provide, however, that this section shall not excuse tenant from the prompt. payment of rent or any other amount due herein. 32, SURRENQER AND HOLDING OVER: No surrender of tho premises or'tlts Lease shag be affective yniess accepted In wrift by Landlord. At the w#sUcn_or sooner tornInation of this Lease, Tennant wM remove its effects and psaocabty deliver possession of the Promises to L.aridlord In as good repair and condition as they were at the commencement of this Lam, adneiry wow and tow expected. Any property left on the premises ager T%rM t. vacs or abandons the Premises PW be deemed Wx adored and Landlord may remove, atone andlor dispoee of the some its it sees fit, subject to applicable law. If tenant holds over beyond the expiration or terra inedon of this Iwo and rent Is accepted by L pndtord, a month to month tenenoy only shall be created which v4N otherwise be governed bythe terms and cordtlons of this lease, except that the applicable rent WID be 1.6 times -the Rnonttdy rent in effect.st the tiara of the expiretlon.'Tenant shall construe nothing In this section as consent to any hokhM over. 33. UM1TED LIABILITY: It Is expressly agreed that neither Leridlorp nor any lndi -kk*; partner, shareholder, family member or member cxanepiring Landlord shail.be personably liable under this Lease. In the evert Landlord brand as any provision of this Lease, Tenant will. bock sdely to the equity, It any, or Landlord in the building in which the Premises is located to satisfy Its claims and remedies, and landlord's liabigty shall not exceed such equity interest Tenant., Date: of 9 34. PARKING, Puing the terra. of this lease, tenant shall hove fuii.socese to the perking M located on the Premises. 35. SIGNS: Any signs existing, erected or placed on any exterior portion of the'Prernlses' or the buildings shall ooriform to the requirements and w istions astsbllehed py the L, andiord and zoning regulations Of tho City of Boynton Beach, Florida, Including but not limited alta, colors, aesthetics srid location. All placement of signs will be at the sale expense of the Tenant and tnay only be done With advance written approval of the Lardord and Pow permits frons the City of Baynton Beach, Florida. 88. NOTICES: AN notices and Communications Under this lease shall be in writing and shall be deemed to be prgxdy given when delivered perspnolly or sent by small, certified mail, return receipt rtaquested or overnight delivery setvtce, to Landlord at A. 100 Bouch Federal LLC 2811 Lecke Dr North Boyn6cth Bpach, FL 33435 ®. To Tenarltr posh Realty LLC Jodlyn Walter 100 8 Federal Hwy Boynton Such, FL. 33485 37 ENTIRE AGREEMENT: The,parties acknowledge tNA they have read and understand the terms of this lease. this -Leese contains the Mire Agreement and understanding between the parties regarding the Prsrhia6a and is subject to no argmements, conditions or representations that are ndt expree* set forth herein. This Lease may orgy be amended In wetting grad signed by both Landlord and Tenant. 38. INVALID PROVISION: If any provision of this Ieate stall be irwOid or undrdbrceable, the r+anWr ing provisions shall remain to full forty and Ofsci. W CAM IONS: The captions In this. Lessp are Inserted only for ccrwsnisnce and in no way construe or Interpret the provisions hereof or affect their scope intent. 40. PARTIES BOUND: This Lease shalt be binding upon and shell •inure to the benefit of the partles and their respective hairs, legal rep esantative$, successors w-4 assigns; provided, however, that If landlord sells the Rrerimiseb and transfers all prepaid reAta to purchaser, Landlord shall be reletleed frpm all NoIttles under the lease, The purchaser, so shall be deemed to have. assunvd all of the obllgatiore and IlablRtiea► if Landlord under thle Deese; proWded, however, that Is Landlord 99119 the building In Which this Prehilees is located, taxlbrd shall be rased from all iisbllitles under this lease. The purchaser, as suooessor landlord, shall be deemed to have. assumed all of tate obligations iM 11atiltitie9 of Landlord urgler this -Lease. 41. RIDERS: The riders and eMbIts, If any, attached heretoand initialed by the parties ere meds a part of this tease. 42. ADDITIONAL PROVISIONS: Tgnarft Accepts the Premises as to. Arty changes or additions to the Interior or premlaes; included window tmftarrts, fio4r coverings, shelving, partitions, ceiling or lighting will be at the stole cost of the Tenant a(o vAll require advance approval of Landlord. 43. Tenant. must ,provide proof of Insursnoe as .per lease and proof all utilities have bele. transferred and turned on In N sfher name prior to getting access MO. keys to this location. 44. If either party herein brings an action'to enforca the terms, hereof or declare ria hereunder 'the preivelNng party In any such notion, on tdad or appeal shalt be entitled to Its costs and `1 reasonable attomWe fees lncluding all �y splieels from the non prevailing party. 45. 'tenant acknowledg6s any -all lawsuits ff flied. will be flied and hesrd In P®Wrn Ses h County, Tenant: Date: 7 of 9 /` Florid. 46, 941 -It OF FIRST RTUSP.I-: If dwine the Wat of this lease the i.a►rdio:d reobtves s bore fide offer to purchase the prs:Trls" which the landlord deslree to accell2, tt►e l,"Iora shall noJ' fy the is;►ant In writing of the u'Ner, Including. them ith an executed copy of such Offeir w1th twr�& sv price. Talwin shall have IS days following the meiiing of this written notice within which to notify the Landlomi In writft as to wheth::i• the Tonsfit deelres to purchase the pre -miser ab the same price and on the same tennc Le contained in ti'm offer re *ved by the "rxnorld. if Tenant fails to provide ardord with suck noVeL. of occbptands,11MF BEING OF INE tSSENCE, Tenant shall I* con^1ueivc0y pmsumed to have OectW rxrt to pumham the f►! eernses.. If the Tenant elaott. to pC mhase the Prenilses. the lekviiord shall mnvey� the Premises to the Unard for ths p+lee and the terms contelped in the offer. If the 1,' :n elects E06—, dire0y or i►►dirsoity not to pum-hase the premises In acca`dance with the terms ti -id conditlorw pity of ey, thcn the landlord shall be at tlborty to ss ! and convey til-% premises to the otfvl.sq� periyr on the terms and condition of such offer. S 1 J-1 1 *0"j J1 � r State of 06 r, 40 _ County of ` 1�a A (3 eve. S The fcxepoing Ina was a^kctr+ledpeci beior�w m® this / S� _Ye a 20LJ by p� P+~ a0n ly tin :nbi c ded�r,_i►tsticetlor�. -lype of td Prodyoed Motar},-- d� dAWIAI r #AV OOM NMIOM 4 Mr#gW axAitlEi.r MW it Io ' s State of . , C;oaa►ty ofd/�t, /'1) � 1,: `fitn _. e fotsong stru.-nud was t►cknpwledg)e-d befors rn® this dey of 1 r.l tr7 ' as jPersor►ally Id. enWicatior, ___ yps a id Prodiucei -- Ncatery us+rrw-n- L BRM one E� manrearrr Mew, .1 Tenant: Date: 8 of 9 E"t A Ard C� R07 Lwafm Adibm 100 S PEOERAL HWY Mo*kmk BOYNTON MACH I%rW CoutrW Nwhk 0843-45-27-04-000.00I0 CAVW Rem* Bwk 28212 0* Do MAW2016 UPI E)daCnpCz�A LAWNS LT I & N .04 FT OF U 2 W I LAKE DO N 4 00,801 iTH FEDERAL LLC 130YNMN BMH FL 33435 2416 AMOS MOO OR S&L- 4pe Ovmok Daft Bqokftp MAR- M12/ 2016 S350,000 OLM DMOFMMW 100SOL tHTEDHRALW tt Im- .510 0In"1256/ r wr OF IMIST WAI;MVUrCHMARITAIL 2005 MAY $100 OV7V %MAMY 1994 01600 DEED AM- $100 QM/ WARgANW 1989 01124 DM NcIE, V -I,, Inpxam"AmMilm WtI�rvIVWaD tTOWSqMrmI3J2 . Acmb.0431 on CageIR I 700- QPFM ONE' STOIty ZMACBD-CwW&vim(W. tpYNjUkBqACH) -2'016 20t5 .1kt4 $lot= $",460 SM.266 -LAW vskm 3103,290 s56,z96 S55,743 -WIS (0 $149,750 S142Q03 All valuta, ata ea af7atntity�at taxh; year Ix Y4r 200 2015 3014 Anmwd'Vgm $164,732 $!49,756 $142,063 PMOOMMMIL $0 so so Tu" VOW. 5164,162 5149,756 $142.00 Tim Year 20I6' 2015 2014 Ad v*bmw 13j877 53.360 $3.215 Ned Ad Vabmt4 $347 $550" 1568 Sc ,424 $3;910 $3,783 oft -7 —7 8201 Peters Road Suite 1000 Plantation, FL 33324 Phone: (954) 4174264 Fax: (954) 417.6252 To: 100 IL Federal Niohway, LLC Pb Box 156 Swinton Beach, FL 93426 1i61-7".8.4713 INVOICE #11202 DATE: FEBRUARY 14, 2017 PR D= DB>s APTION Ex-4VInd Package 20i$-17 Catiln Speclattyr Insprance Company Insurance bpnaral UnbWty 3 Property Exctuding Wind W+nd Insurance 2017-18 Gdz*w Property Insurance Corpordtlwn Wind Insurer"m .Mood Inaurance 2017-18 View N diondl Food Insunme Company Flood Insurands COII MGNTB OR 1t aAL INSTRUCTS. SUBTOTAL .PAYMENTS APPLIED TOTAL Wt Insured Location: 100 South Falderal Hlphway; Boynton Beach, Flodde, 33435 If you have any questions codcerntnp this Invotos. contact John Watson. THANK YQU FOR YOUR 6U*iNli86I 202 TOTAL 21.974.4 0 43,031.00 s1,610.0a 2. 4 4 EXHIBIT 0 BUILDING RULES AND REGULATIONS Landlord reserves the right to refuse access to any persono Landlord in good faith judges to be a threat to the Wety, reputation, or property of the Building and its occupants. Tenant shoU not suffer or permit the obstruction of any Common Areas, including dtiveways, walkways, stairways, and doorways of the Building. These sites not be obstructed or used for any purpose other than ingress to and egress from the units.. No furniture, oquipment, or other personal articles shall be placed in the entrances, stairways or other common elements. No exterior of my premises or the windows or doors'there of or any other portion of the common eleinents shall be painted or decorated in any manner by Tonant. No sign, notice, lettering or advertising shall be inscribed or exposed on or at any window, door, or at any other part of the Building, not shall anything be projected. out of any window of the building. Tenant shall not be allowed to put their Warnes on any entry to the building or eritrance to any urtit, exocpt 'in the proper place provided by the Landlord for such purpose. No protective window film, shades, awnings, window guards, ventilators, fans or air conditioning shall be used In or about the Building or common elements wtcept such as shall have been approved in writing by the Landlord. Tenant shall not make or permit any noise or objettionable odors. Landlord has the absolute right to set rttlos and regulations fAr the building: Testttnt shall keep his premises in good state of preservation.,prid cleanliness or shall not sweep or throw a permit to be swept or thrown therefrorrtp or ftm tate doors or windows thereof, any dirt or other substances. All garbage and refuse from the Building shall be depo$ tied *ith care in receptacles intended for such purpose only at such times and in such manner. u. Landlord rt►ay direct. Disposal for all garbage the is not in the course ofnormal day to day operations — i.e. shipping f oxes for gotnputers, printers, filing cabinets and other large iterno — must be handled by Tenant at Tecattt's cost. Water closets and other water apparatus in the building shall ito(be. used .for any purpose other than those for: which they were constructed or shall any sweepings, rubbish, tags, past'. ashes or any other article be thrown itto the same. Any damage resulting from niiea.se of arty water closet or other apparatus shall be paid for by the Tenant causing such damage. The agents of the Landlord and any contractor or worianan a�thotiZcd by the Landlord may enter any unit at any reasonable hour of the siay.for any purpose pgrinitmd, tinder the terms of the Lease or Building Rules. Tonont sivall not engage arty employbe of the Landlord for any private business of the Tenant wi*ut prior consent of the Landlord. Tenant shall not employ any service or contractor1br services or work, to be performed in the Building, "cept as approved by Landlord. No bird or animal shalt be kVt or hailbored i4 the Building unless the Sarno in each instance be expressly peumkied itt writing by tate Landlord. In no event shall dogs be p4rcr 4cd in tiny of tjue public portions of the buildings or development unless earriod out on a leash. 'late tenant shall indernnlfy the Landlord and hold it hM-dess against any loss or liability of any kind or character whatsoever arising from or as a result of having any animal. in the building. No.radio or teievision,aotial shall be attached to or hung frotrr the exterior of the building without written approval by the Landlord. The Landlord shall retain a passkey to. each unit. No Tenant shall alter any lock on any door leading into his unit without prior consent of the Landlord. Tennant shall not, atter any lock or install nein or additional locks or bolts to the.common areas of the prgpc*. No Tenant, or spy en�►loyee, or any clieait, visitor or guest of a Tenant shall be allowed on the roof of tate 1 of 2 building without the express permission of the Lattdlord. 12. AU darnage to the building or common elements caused by the moving or carrying of any article therein shall be paid by the Tenant responsible for the presence of such article, 13. Tenant shall not interfere in etny manner with any portion of the electrical system and lighting apparatus which are part of the common elements and not part of the T amt's. 14. Tenant shall not use or pennit-to be brought into the building any flammable oils orfluids such as gasoline, kerosene, napths, benzene or other explosives or any hazArdous materials or Articles deomad hazardput to life, limb or property. 1 S. "The Tenant must keep tlho interiors of the leased premises clean and ftee from obstruction. The Landlord assumes no liability for loss or damage to articles stored or Olaced in the building. 16. Tenant shall be held respon'sible for the actions of its employees, visitors, clients, of guests. Any damage to the building or ogWpmoW caused by Tenant, its employers, guests, visitors, or clients shall be repaired at the expetm of the Tenairt. 17. Complaints regarding the management of the building and grounds or regarding the actions of other Tenants 04,11 be made in writing or via email to the Landlord. 18. Parking of motor vchieles, including motorcycles, mopeds, trailers, he arsgs or bicycles by Tenant, its wnpioyees, guests, clients or visitors shall be only in the space desigfmteti as parking; no unattended vehicle shall at any timobe left in such a manner as to impeded the jessage of traffic or to -impair proper access to parking areas. No repair, cleaning or maintenance of motor �ebicks, inclu&4 motorcycles., mopeds, trailers, or bicycles aball occur on the property, with exceptjE n of emergency repair to have _ eCwcle remdvbd to a qualified repair facility. No storage bf motor *dcles including motorcycles, mopeds, trailers, hearses, bicycles or any objects shall be permitted of the driveway and parking areae' and the same shall at all times be kept fi-ee of unreasonable accumulation a f debris or rubbish of arty kind. 19. Supplies, goods and.padUges of every kind are to be delivexlad in such a roamer as the Laddlord or its agents may prescribe and tbe: La#rdlord is not responsible for,the loss or damage to any such property. 20. Property shall rat be used or occupied in ouch a manner as to cause any nuisOnbe or immoral of illegal activity to be ooxmnitted or permitted tp occur in or about the` prop". 21. The common elements are: intended for use for the purpose I affording vehicular acrd pedestrian movement within the property abO of providing acheers to 'the emits. No part of the commoil elements shall be. obstructed so as to intetfm with its Use for the purposes heroin above recited nor shall any part of the common elema4s be used for general storage purpose*, nor enytbing stone, %exon in any manner which shall increase the sate of hazard and liability insurance covorjng said area and improvements situated thereon. 2 of 2 Project Signage Quad Cabinet 4,478.00 Vinyl Lettering 441.00 Channel Sign 2,813.00 Sign Permits 720.00 Sign Tax 630.14 Paver Driveway 3,150.00 Paint Interior 2,500.00 Paint Exterior 6,000.00 removal of Awning 450.00 Flooring 7,089.00 New Interior lights 450.00 25,906.14 C QUALIrY HOME C0Ni/4.4C7"ORS n. ONE CALL FOR ALL YOUR MLrMODEL. & OR REPAIR NEEDS 801 NW 81° Ave Customer: Jerilyn Walter Boynton Beach, FL. 33426 Address: 100 S. Federal Highway Boynton Beach 561-734-5298/561-704-1810 Phone: 561-537-0050 rdsmith722@yah0°'com Directions: SE owner of Ocean and Federal Email: jerilyn®poshflorida.com Date: 3/30/2017 Here is our proposal for: Paint Exterior and Interior of Office Project Details Unit Estimated cost Clean metal and Paint wderior of building $1,680 $620 -- Paint tower, reLpires lift truck Paint interior walls, doors. and trim Price includes all saint and material to finish priject Colors TBD $2,440 TOTAL Pro osalLood for 30 days from above date $4,740 $2,740 to start, $2,000 when finished Acceptance of proposal: The above price, specifications, and conditions are satisfactory and are hereby accepted. Quality Home Connectors is authorized to do the work as specified. Payment as shown above. Owner's signature: _ Date: -- Thank you for giving us the opportunity to bid for your business. Helping with your Home project is our goal, to show dedication and workmanship is our business. We have established a reputation for quality. We look forward to showing you that it is well deserved. Sincm,ely, Rick Smith COC 1509115 If you would like to discuss items in this proposal, or if you need any additional information, please call me personally at (561) 704-1810. - Estimate 4111 fOlchaa Cablweffs ux 45613 Lake Wath Rd left Wath FI 39463 (W1)s1f!-TM Fax (l1 SPV-G= www.411kft6wnc&bhdL=n 411 ALL ORDERS ARE'SPECIAL. ORDF.RGOSLIBSECT TO THE TERMS AND CONDITION8 ON THE AND REVERSE 81DE8 ne JarByn M. Vf ker Dem 8/1312017 rose 100 Bouth Pedant! MW _ _ Phom T 361 -W -n 9oynton Bleach --_ Cel Color AA I oft do IQ gm we sWism ( 35 T. it' ( —Lt. F f'.1",i�L'i5 ". yhl•�.r. 1�.' i, r fl rsal wood cabinals fib acosss IfNWble b vadjodon c e job Ns end a*skrrsnt to M Job c ondltlons: Insel hinges anep on S off In seconds - Bete for =nplem cabfnafs access - Wa0 .FBaa More Storage Space - Toe Kick Easier to ocean nook yore for vwL Larger Dre"re 7be wWnas3s ms bees on your meaeur+snnantr or pkWm 5,0 Hidden Hinges Price - 1,715.93 Sleek f4 Modem Design Discount 3.297.04 Some with soft lose Doors I Sub Total 290.78 Some with soft -close Draws l' Tax (7%) 9,07. q Total Cabinda HANDLFB AND KNOBS 16200 Handles Price R 1274 Tax (7%) 194.74 Totd IUndles -- - Siffii� ( Price Tax (7%) Total 8l0 COUNTERS TOPS material Price 890.00 (mew,w) Tax (7%) 26.20 Total Countws Tops 985.20 LABOR Tsm*iz, Ddvary, Fabricedon ,insWAVor► (Sinlalnetisiletion no Pkunbing Included) r r Sink cubout. Faucet Cubout Tw++Pi+�l aboyP�briestlow 1,280.00 -- Total Conntwa Top + L*bor 1.845.20 ACCESSORIES Sub -Total Tax (7%) Totd Accassoddil AN& INSTALLATION I, wialation of Kktm Cabinets FZw Toe kick Crown..E1c Etc "fro removalnaedsd" iota/Cabbwfileft athn 11,040AX CESSORIES INSTALLATION 701W AoeeeaodwNITY UeMtlsMas 230 VANFY 1'500.01 TOTAL 7,807.71 Sold to Posh Properties Address 104 Federal Hwy Boynton Beach, FI. Phone Email Location Federal and Ocean Ave BARNARDS CARPET ONE 950 S.W. 17th Avenue Delray Beach, FL 33444 561-278-3600 Fax 581-278-1232 carpeftr nQW1south.net wwwJ3wnand .cpm LIC SU -21616 Dabs 3127/2017 Sold By Teddy PO Number Amount Via Type of Floor Carpet - Wood Furniture No Appk=ss No aadBarm d aftg moldt - dine lam• ar Ib*ma Roam wrt bo omr d d3dadw at om d I -a" " 800r Is not rMparmbbtr Caw dmta 8d w Is rot NOWmL4 for OMM@ y mwon eeft 8dW Y not rtpmm— far mmr Www ar d*W do*& Urfawwn dnrerd WOW= upon ilddit I moy dwipa Yin miwnt dw an *a hrrolw. A MANCE CHARGE OF 1 IQ%(IVA FER ANNUIQ wr be dwV b aamuta pmt 30 dug& into .wr &W ddmw tin dm the wmM of to apwrrjk eWw qw bl parr nwmorrbla a8mfryy tlm aim duo o adlwmd by ar tmu 0h an -N my. *SPECIAL ORDERS CANNOT BE CANCELLED OR RETURNED WITHOUT INCURRING A 50% MATERIAL RESTOCKING FEE* PAYMENT IN FULL TO BE MADE UPON COMPLETION OF INSTALLATION, UNLESS OTHERWISE NOTED. THANK YOU11 Item Descrl tion Price Unit Amount -AiN ROOA/ AND SMALL 721X8.3 Rook f 895 Broadloom Stock Commieriel Heavy Cornnw dal Wear and Stain Protection 1.99 2,781.05 Enhaosd Badding For Comfort Commercial SeW% 11 Wood 70OLWP01 Rustic White Oak Wash. 7.5" width 22.70 cin 249.7 2,417.00 235' Underlayment Sound and Moskure Barrier Pmtectlon. 0.95 650.61 895 Adhesive Adhesive for Carpet Tiles and Broadloom Carpet 0.30 695.88 LABOR" MECHANIC WILL PULL UP OLD COMMERCIAL CARPETING THAT HAS BEEN GLUED DOWN, INSTALL BROADLOOM IN MAIN AREA AND FRONT LEFT ROOM. NEED 2 TRANSISTIONS CARPET -LAM, INSTALL WOOD IN BACK LEFT OFFICE THAT IS 11.7X16.5, AND FRONT ENTRY WAY Contraebor will do Base � Insbllstlon Irretr�uctlane: Disposal Fee IlLabor 185.00 BUYER HeRIY ACCV13 ne Fouowwo TMO AID CONWCM 8utrtaW 4.848. 0 Salsa Tax DATE: SIGNATURE: Tool — `B CLWnXEeREAD BEFORE OWNG;taterudwwwWsryeow@msybsadyrldw1ftntomanpiasawa,nottrd"dwoor BalanceDw 7,098.00, aadBarm d aftg moldt - dine lam• ar Ib*ma Roam wrt bo omr d d3dadw at om d I -a" " 800r Is not rMparmbbtr Caw dmta 8d w Is rot NOWmL4 for OMM@ y mwon eeft 8dW Y not rtpmm— far mmr Www ar d*W do*& Urfawwn dnrerd WOW= upon ilddit I moy dwipa Yin miwnt dw an *a hrrolw. A MANCE CHARGE OF 1 IQ%(IVA FER ANNUIQ wr be dwV b aamuta pmt 30 dug& into .wr &W ddmw tin dm the wmM of to apwrrjk eWw qw bl parr nwmorrbla a8mfryy tlm aim duo o adlwmd by ar tmu 0h an -N my. *SPECIAL ORDERS CANNOT BE CANCELLED OR RETURNED WITHOUT INCURRING A 50% MATERIAL RESTOCKING FEE* PAYMENT IN FULL TO BE MADE UPON COMPLETION OF INSTALLATION, UNLESS OTHERWISE NOTED. THANK YOU11 Air Conditioning R. I/s PROPOSAL 135 South Congress Avenue • Delray Beach. FL 33445 15611 278-3488 • Fax (561) 278-6866 Toil Free (866) 718-3488 - www.1slandAirConditioning com 100% Customer Satisfaction Date trM 17 Customer I W fS Address PUG S _ 64'e. -c.) N ; l:L g q Subdivision City P (0)rn)/) ZZ ch IF, L_ State L. Zip code '— Home Phone x'61- 3"7- 80 - Cell Phone Manufacturer Prog Thermostat Z Air Handler Filtration Upgrade Programmable Thermostat _0 Unit#/Location ~ Standard Digital Thermostat Condenser g Air Purification 0 Humidity Controller JUJC CLO tTF b Exist A/H V !r2AA -360 Z,42; 2 Exist Cond Filter Rack V _ New Disconnect New Duct Plenums Z Secondary Drain Pan pZ New Electrical Whip 0 Insulate Return Box n Condensate Pump �} Range Cord Kit Duct Modification Z New Drain Line WExisting Breaker AN �0 Ci Cond �a Seal Plenums _ Drain Pan Overflow Switch = Brand w!' M► cv_ in C Flush Kit Rebuild Stand X Hurricane Strapping Platform Top 0 Air Handler Stand Concrete Slab Smoke Detector --- >I— Permit P New Roof Stand New Copper Ines _ Filter Drier cgp%N- /,v Decal Other �i iprovements Option I Option 2 Option 3 f— Tonnage: Manufacturer: EHeater (KWs) I b 1-- Series: Crane Service Condenser. a4 Af3C. "o A003 rL High Uft Needed _ Air Handler. %I It L.N PAbj L. 00 _ Hydraulic Lift SEER / EER: BTUs: 4S 000 to Compressorr5 F= Cond. Coll: EVAP. Coll: r •�r Parts: Maintenance: 3 Labor. / S System Investment S 7 $ I!_ Z Additional Improvements S S $ W FPL Rebate Acct # $ Oibo .0 0 S S Instant Rebate $ S S Manufacturer's Instant Rebate $ O0 • $ S Extended Warranty $ $ $ 1.4WI-Due at Install $ 4wq $ Payment Upon Installation: O Cash ❑ Check U Financing U Credit Card OPTION SELECTED • is agreed and understood by the parties that all equipment which is sold pursuant hereto shall not IJ�� �� L;['T 'c� ecome fixtures or pan of the real estate where they are placed. Said parts and equipment shall at all Island Air Conditioning Date mes remain personal property and the title thereto shall remain in the seller until payment in full is areceived. Buyer hereby agrees that all equipment may be repossessed In the event of non-payment. Quote Valid for 90 Days Q I have the authority to order the work as desired In this proposal. I agree to pay all costs and reasonable attorney's fees if this proposal Is placed Inthe hands of an attorney for collection. Customer Date Workspace Webmail :: Print Print I Close Window httpsJ/amaB15.godaddy.com/view_print multi.php?uidArray--6255... Subject: Estimate from BP Electrical Design, LLC From: "BP Electrical Design, LLC" <quickbooks-emall@i AulLcom> Date: Mon, Apr 03, 2017 7:33 pm To: jerilyn@poshfiorida.com Cc: bpelectricfla@gmall.com Attach: Proposal_1080 from_BP_Electrical_Design LLC.pdf Dear Jerilyn, Please review the estimate below_ Feel free to contact us if you have any questions. We look forward to working with you. Thanks for your business! BP Electrical Design, LLC I ----- Estimate 6800 NW 39th Ave #297 Coconut Creek, FL 33073 US (954)478-2675 Estimate #: 1080 Date: 04/03/2017 Exp. Date: 05/03/2017 $3,720.00 Address: Jerilyn 637 Castillo Lane Boynton Beach, FL 33435 Date Service Activity Amount i 04/03/2017 Scope of Whole panel surge protection. 0.00 Add outlets and pull new circuits in break room for refrigerator and microwave. Add convenience outlets to backsplash. i Inspect only sign on top of building. (Separate charge may be required if any major problems are found.) Replace front and rear entrance motion/photocell lights. Run power for new time clock. Run power for new sign at rear entrance. Add 12 quad outlets and provide power j adequate as specified for desks in I office. Add and replace one surface light in I of 2 4/5/2017 12:10 PM Workspace Webmail :: Print httpsl/email15.godaddy.com/view_print multi.pbp?WdAnay6255... I divided offices. Take down ceiling fan and add box with separate switch. 04/03/2017 PROPOSAL TInstall and labor included., 1 @ 3,720.00 $3,720.00 -------------------------------------- Total: $3,720.00 New branch location: 100 S Federal Hwy. Boynton Beach, FL Any unforeseen changes, code violations or city requirements will be a separate change order. Any architectural, permit or city fees will also be a separate charge. Copyright ® 2003-2017. AN rights reserved. 2 of 2 4/5/2017 12: 10 PM IT 3 46 10 F, V. , 41 t fa J • ' • L . t { YET: I f r• �'," .' t .[7, ' �. �f s `t - _ ' , ,�•.� ?-ice'^I _ f , •. "� Owl►. �i� �. Ab mb 4 ie. %*, *� sw Z! to kv • �� e � 'err ' cr�' �`P ' � ls7 � •} M` :1 M ! � . •� , app, M 4. - �. '�. °Tr. � ��.. ...� f' S- < �w .. '� • .S." S �5.�� 'a .�. �.'s''�`s''r r r • `: 'off,^.:.,•#r' -�^-�e`"�- _ _ t� - �_ m. - .. � � , .,� �� �- . -. �. 1, .. ,.,.: . . �. _ '. .. .; �., � ` ,. ,� .� � , �. i. j,� :'., , \ yt , i. ,- f' j - ,�. .., 'all ' n,+''!, \. 1.1• , .:'. \ 1 ` w - �. .•�+.��.. i � 1• as f f ♦�r�_ f1 ♦♦ {�-.jl,1,n,�..'n �: 1J� � � , � �. y �� t f '� f' fn. •, J ..� 1 � f b •, ar R 'C �• t � a �;• i .• y R� 1 tYt �. � r f� i � � �:' l'rri i' �n f 1 y1 j,} � , , i ,Fi + 1 r �[�'� w; 1k • � Y n -� y Vomit � a ;G n r� t j - e. IYI. .. ,y ` } r a r t `e r, r , ti; Ma rY � � • � +.1a`' � U �+ Ind n7 J.- a � � ,,% +li� 'M{�j't��•±' ��aw . ! rlr.`t' � �~. 4"a �i.:. {. ♦ nt �Ye. •., * h !t Vf,+ f_: �.1. �y t: R t�.p�/,� i L } : '� t ` �` � i w.�// ii4t� •' ., y ;t, I <� tM s to ! t r i Z :.1 1,y ,•'� fTI 1' f a %.7') r 1 / — Y l 1 "� ~ . � _ fa .):may' `' j t t � t � � ` � �I � �,•�.; `,,/+n.. �'.. � , BOY O BE°MCRA CRA BOARD MEETING OF: April 11, 2017 X I Consent Agenda I I Old Business I I New Business I I Legal I I Information Only I I CRAAB AGENDA ITEM: VIII.L. SUBJECT: Approval of Posh Realty, LLC for Commercial Rent Reimbursement Grant Program SUMMARY: The Commercial Rent Reimbursement Grant provides eligible new or existing businesses with rent payment assistance for a maximum period of twelve months within the first eighteen months of a multi-year lease. Posh Realty, LLC is a tenant located at 100 S. Federal Highway, Boynton Beach, FL 33435. Base rent, as specified in the lease, is $2,790. Posh Realty, LLC falls under the terms of a Tier II business (as outlined in the grant application). If approved the applicant is entitled to receive reimbursement for half of its monthly rent or maximum of $900 per month for a 12 month period. The maximum total reimbursement for this business is $10,800. The applicant meets the eligibility requirements under program guidelines and will be reimbursed on a quarterly basis with proof of rent payments. FISCAL IMPACT: $10,800 — Project Fund 02-58400-444 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Approve the Commercial Rent Reimbursement Grant not to exceed $10,800 to Posh Realty, LLC for the property located at 100 S. Federal Highway, Boynton Beach, FL 33435. Michael Simon, Interim Executive Director RECEIVED BOATO �s AC 'CRA eoYNronl BEACH CRA October 1, 2016-- September 30, 2017 'O ; �/� BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY KJ COMMERCIAL RENT REIMBURSEMENT PROGRAM Program Rules & Requirements The Commercial Rent Reimbursement Program Is designed to help facilitate the establishment of new businesses and ail In the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the °CRAJ district. The program Is designed to provide financial assistance to new and existing businesses In the form of rent reimbursement Intended to help businesses during the critical first year of operation In order to effectively promote new businesses within the CRA thereby remedying and preventing conditions which lead to slum and blight. I. Pror�rrr The Commercial Rent Reimbursement Program offers financial assistance In the form of quarterly rent reimbursement The time period of eligibility for assistance Is up to six months from the issuance of the City of Boynton Beach Business Tax Receipt. The Commercial Rent Reimbursement Program funding may be budgeted annually by the CRA Board and awarded on a first-come, first -serve basis. All applications are subject to CRA Board approval. Making application to the program is NOT a guarantee of funding. II. Eligibility Reaulrements Applicants must meet all of the following requirements In order to be considered eligible to receive grant funding: 1. Must be located within the CRA District (see attached map). 2. Must provide proof that the business is property licensed by all necessary levels of government and professional associations or agencies. (Copies of City & County licenses or receipts that the licenses have been applied for.) 3. A new business Is defined as a company in operation for less than six months or relocating to Boynton Beach. 4. An existing business Is defined as a company that has been in operation within the CRA district for a minimum of two years at the time of application and has at least two years remaining on its existing lease. Page 1 of 11 710 N. Feda d Highway Boynton Borah. FL 33433 Phone 561-737-3236 Pix 561-737-3258 www.catchbQvntoa.com 5. An existing business must expand to occupy more than fifty percent (50°X) of Its current square footage size. Verification of this threshold must be provided In the application package. Exceptions to this rule may be made at the discretion of the CRA Board 1f the tenant is losing their current space due to redevelopment of the site. 6. The Applicant's Experian consumer report must reflect an acceptable level of financial stabllity, within the sole discretion of the CRA, as an eligibility requirement for funding. A copy of the consumer report will be provided to the Applicant upon request. Applicants whose Experian credit score Is below 601 are not eligible. If a majority of the business owners have credit scores below 601, the business is not eligible. 7. Applicant must have an executed multi-year lease (two year minimum). III. Ineligible Businesses & Conditions The following businesses are considered Ineligible for assistance under the Commercial Rent Reimbursement Program: • Firearm Sales • Convenience Stores • Religious Affiliated Retail Stores • Churches • Non Profit • Tattoo Shope/Body PlerdnglBody Art Shope • Financial Services (banking & check cashing stores) • Take -Out Foods • Adult Entertainment • Liquor Stores • Vapor Cigarette, Electronic Cigarette, E Cigarette Stores • Kava Tee Bare • Pawn Shops • Alcohol and/or Drug Rehabilitation Centers/Housing • Medical Research Centem/Housing • Hair/Nei Salons • Ftb um Centers • Florists • Any use determined by the CRA staff or the CRA Board that would not advance the redevelopment of the CRA dt lcL Subletting of the property by grant recipient Is prohibited. Violation will constitute repayment of CRA grant funding. The CRA considers t#>te Inn to los gishlottings Any business entity In which the tat recipient and (c) has optalnsd a business tax Ikense from the City of Boynton Beach for the grant reclolent's leasad premises or any part thereof. Page 2 of 11 710 N. Federal Highway Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 IV. _Grant Terms and Conditions This grant Is divided Into two tiers. Each tier consists of different types of businesses that are eligible and the amount of funding available to the business. Tier One Business (Full Service Restaurants Only) Tier One Businesses are eligible for up to half (50%) of the business's base monthly rent or $1,250 per month, whichever is less. (Maximum amount of the grant is $15,000.) Only full service restaurants with a minimum total seating capacity of 50 seats are eligible. The restaurant must have hours conducive for the redevelopment of the downtown. Operating hours Include but are not limited to 12:00 p.m. — 9:00 p.m. Tier Two Businesses Tier Two Businesses are eligible for up to half (50%) of the business's base monthly rent or $900 per month, whichever is less. (Maximum amount of the grant Is $10,800.) Tier Two Businesses must be one of the following types of businesses: • Restaurants with total seating capacity under 50 • Gourmet Food Market • Bakery • Bed and Breakfast • Clothing Boutique - clothing, shoes & accessories • Home DBcor/Design - home furnishings, art galleries, kitchen wares • Specialty Businesses - stationery, gifts, sporting goods • MedicalOffioes • Law Offices • Real Estate Offices Insurance Offices • Accounting Offices • Marketing Office Lease Terms Applicant must be a tenant and have a proposed or executed multi-year lease (two year minimum). The commercial lease must define the landlord -tenant relationship and at minimum provide the following Information: A description of the space being rented including square footage and a drawing of the space. Description of utilities that are the tenant's responsibility. Fago 3 of 11 710 N. Federal Highway Baynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3259 eww.catchboynLqg&= • Rental rate and deposits along with terms of lease and methodology for future rent increases. • Responsible party for Interior and exterior repairs and/or improvements. Insurance requirements. • Ability to terminate. • Consequences of default on the lease. Rent reimbursements will not be paid until all construction has ended, City and County licenses are obtained and the business In open for operation. The CRA will issue reimbursement on a quarterly basis directly to the applicant for the monthly rent payment made to the Landlord upon receipt and verification that the payment has been cleared by the bank. The responsibility for all rental payments Is between the contracted parties to the lease, as such the tenant and the landlord. As grantor, the CRA neither bears nor accepts any responsibility for payment of rent at any time, nor penalties Incurred for the late arrival of payments by any party. The Commercial Rent Reimbursement program may only be used one time by any one specific business entity or business owner. The CRA reserves the right to approve or deny any Commercial Rent Reimbursement Program application and to discontinue payments at any time if In Its sole and absolute discretion it determines that the business will not advance the goals and objectives established for the economic development of the CRA District. The receipt of past payments Is not a guarantee of future payments. V. _Procedures for Application and Aooroval Application Process All applicants are strongly encouraged to meet with CRA staff in order to determine eligibility before submitting an application. Funding requests will not be considered until all required documentation Is submitted to the CRA office. Application packets must Include the following documentation: `Sf A nonrefundable fee c f $100.00 Is required to obtain a consumer report on the business and princlpaVownem of the business. Make check payable to: Boynton Beach CRA 17 Completed and signed application. Completed and signed Authorization to Perform Credit Check for the business and each principal/owner of the business (forms attached to the application — multiple forms may be needed for principal/owners of the business). Page 4 of 11 710 N. Federal Highway Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561737-3256 Approval of Funding Request Once eligibility is verified and all required documentation has been submitted. CRA staff will present the funding request to the CRA Board for approval. The CRA Board meets on the second Tuesday of each month. Applicant will be notified of the date and time their application will be presented to the CRA Board. It is recommended that the applicant attend the CRA Board Meeting in order to answer any questions the CRA Board may have regarding their application. CRA Staff will notify the applicant of approval or denial in writing. Proposed leases must be executed within thirty (30) days of CRA Board approval or the Grant awardis_ terminat VI. Procedures for Relmbur 2rneqt:. Quarterly Rent Reimbursement Payments Rent reimbursement payments will be provided to the grant recipient on a quarterly basis beginning the first month the business is open for operation subsequent to CRA Board approval. A maximum of twelve (12) consecutive monthly rent payments will be reimbursed to the approved applicant. Each report shall be made within ten (10) days of the start of the next applicable quarter beginning on January 1, April 1, July 1, and October 1 following the Initial Reimbursement Request. Page 5 of 11 710 N. Federal Highway Boynton B=4 FL 33435 Phone 561-737-3256 Fax 561-737-3258 W9 Form (attached to grant application). Mk' Copy of City and County business licenses, If an existing business. y `ylCopy Resume for each prindpaVowner of the business. t�- L of the corporate documents for the applying business entity. -nb Copy of executed or proposed muttl-year commercial lease agreement. �( Two (2) years of corporate tax returns (for existing businesses only). Tm (2) years of personal tax returns for the pdncipals/owners of a new business. 11.) List of jobs to be created and filled including Job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions Including job descriptions, pay range and weekly schedule. If an existing business, located within the CRA District, is expanding within the CRA District, it must expand to occupy more than fifty percent (50%) of Its current square footage size. Verification of this threshold must be provided. Floor plans outilning square footage of each location are acceptable. Exceptions to this rule may be made at the discretion of the CRA Board if the tenant Is losing their current space due to redevelopment of the site. Approval of Funding Request Once eligibility is verified and all required documentation has been submitted. CRA staff will present the funding request to the CRA Board for approval. The CRA Board meets on the second Tuesday of each month. Applicant will be notified of the date and time their application will be presented to the CRA Board. It is recommended that the applicant attend the CRA Board Meeting in order to answer any questions the CRA Board may have regarding their application. CRA Staff will notify the applicant of approval or denial in writing. Proposed leases must be executed within thirty (30) days of CRA Board approval or the Grant awardis_ terminat VI. Procedures for Relmbur 2rneqt:. Quarterly Rent Reimbursement Payments Rent reimbursement payments will be provided to the grant recipient on a quarterly basis beginning the first month the business is open for operation subsequent to CRA Board approval. A maximum of twelve (12) consecutive monthly rent payments will be reimbursed to the approved applicant. Each report shall be made within ten (10) days of the start of the next applicable quarter beginning on January 1, April 1, July 1, and October 1 following the Initial Reimbursement Request. Page 5 of 11 710 N. Federal Highway Boynton B=4 FL 33435 Phone 561-737-3256 Fax 561-737-3258 In order to receive quarterly rent reimbursement the grant applicant must submit the following: 1. Written request for reimbursement 2. Proof of rent payment (i.e., copies of the front & back of cancelled rent checks for that quarter's reimbursement or proof of direct deposit). Site Visits CRA staff will conduct a site visit before reimbursement payments begin In order to verify that the business is In operation. Staff may also conduct unannounced site visits periodically In order to ensure compliance with the terms of the grant agreement Discontinuation of Payment The receipt of past payments Is no guarantee of future payments. The CRA retains the right to discontinue rent reimbursement payments at any time according to Its sole and absolute discretion. The Boynton Beach CRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be subject to production by the CRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It Is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. tr.�r�ls Page 6 of 11 710 N. Federal Highway Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 APPLICANT INFORMATION (Use Additional Sheets K Necessary) @USINESS INFORMATION: Business Name (D/B/A If applicable): —AVI— A)C f/ X, , LU_ _ Business Fed ID# #9►.2r/.A.�- Phone:_ 66-/— 53-7-W,!O Fax: website AMA�on di? . Pc rpt Existing Business: Yes, No Number of years in exlstenoe: + S New Business to Boynton Beach: Yes) Nc Time at Current Locations�ajq o4jer Do you have an executed lease agreement: Yes 4No If so, monthly base rent: -;AW (must be within CRA District): too S. f iwww Square footage of existing location Square footage of new location Type of Business: )&,q ( �' fS / D I ` - Number of Employees: Hours of Operetlon: w- . - J . . - rl '11Mai9 Page 7 of 11 710 N. Federal Highway Boynton Bomb, FL 33435 Phone 561-737-3256 Fax 561-737-3258 Lww,c-41Witoi u4m wm 2. Principal/Owner Name: Hate of Birth: Current Address:..,._. - Email: Phone # _ 3. PrincipaVOwner Name: Hate of Birth: s Current Address: 4. PdncipaVOwner Name: Date of Birth: _ - Current Address: Email: Phone -W LANDLORD INFORMATION: Landlord Name: 40 S fide ov Landlord's Mailing Address: Landlord Phone #: Are you applying for grant assistance under any other program offered by the CRA (Tier One Businesses only): Yes No� If yes, what additional programs are you applying for. Are you receiving grant assistance from any other governmental agencies: Yes No_ If yes, list any additional grant sources and amounts: Par 8of11 710 N. FedwW HigIrmy Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 CERTIFICATION Ayp WAWR QF PRIVACY: I, the undersigned, applicant(s) certify that all Information presented in this application, and all of the Information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Program, and It Is true and complete to the best of the applicant(s) knowledge and belief. The applicants) further certifies that he/she Is aware of the fact that he/she can be penalized by fine and/or Imprisonment for making false statements or presenting false Information. I understand that this application Is not a guarantee of grant assistance. Should my application be approved, I understand that the CRA may at its sole discretion discontinue rent reimbursement payments at any time if In its sole and absolute determination it feels such assistance no longer meets the program criteria or Is no longer benefiting the furtherance of the CRA mission. I hereby waive my rights under the privacy and confidentiality provision act, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential Information given herein. I further grant permission, and authorize any bank, employer or other public or private agency to disclose Information deemed necessary to complete this application. I ghre permission to the CRA or Its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the Information furnished In support of the application are found to be incomplete, it will not be processed. —77 i�,l�s Page 9 of 11 710 N. Federal Higirmy Boynton Bead, FL 33435 Phone 561-737-3236 Fax 561-737-3259 www,catohboy+n Apom SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It Is the meponsibllity of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. 31Gfo Principal/Owner's `Sigtu Date Printed Name Title PdnclpaVOwner's Signature Printed Name Prtnclpal/Owner's Signature Printed Name Principal/Owner's Signature Printed Name Notary as to Pdncipal/Owner's Signatures. Multiple notary pages may be used If signing individually. STATE OF O�Qa C_' dc' COUNTY OF Date Title Date Title Date Mir BEFORE ME, an officer duty authorized by law to administer oaths and take acknowledgements, personally appeared C'J ,��,��_ _ _� �'f ! =-10 who Isar "personally known to me or produced Identification, and acknowledged he/she executed the foregoing Agreement for the purposes mentioned In it and that the Instrument is his/her act and deed. as use and IN WITNESS OF THE FOREGOING, I have set my hand and official seal In the State and County aforesaid on this _ day of 4 d cr�h . 20 . °_ HOLLI R. BRISSbN 267 L,. /'C / MYCOLGammonom NOTARY PUBLIC My Commission Expires: / • ,? S-- Page 10 of 11 710 N. Federal ftrway Boynton Beach, FL 33435 Phare 561-737-3256 Fax 561-737-3258 ;:My= 8UBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. Landlord' _A Sig.re natuv- Printed Name Landlord's Signature Printed Name STATE OF uy(dA. COUNTY OF � A, Y - , S 30 2.01 Date Title -Date BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared who latare personally known to me or produced as Identification, and acknowledged he/she executed the foregoing Agreement for the use and purposes mentioned In It and that the Instrument is hlsfier act and deed. 1N WITNESS OF THE FOREGOING. I have set my hand and official seal In the State and County albresel d on this _ day of 1Y\A4-a L; . 20 i MLVNWAqffi '` ''WCOMMINIM Es�ire:Apls0.�e NO ARY ;PUBLIC My mi"lon Expires: Pap 11 of 11 710 N. Feda W Highway Boyntm Back FL 33435 Phone 561-737.3256 Fax 561-737-3258 0�� Vlest Pro DQRy Record a�— 1 -4 Owners 4p100 SOUTH FEDERAL .LC � {� r Property detail Location 100 S FEDERAL HM M:.mcipality BOYNTON BEACH Parcel No. 08434527040000010 ! �� Suk3lims4on LAWNS Book 28212 Page 1284 1 Sate !late MAR -2016 - - 2611 LAKE OR N Mai!:ng Address - BOYNTON BEACH FL 234352,16 E'Ocean'AVQ " Use Tvpe 1700 - OFFICE ONE STORY % Total Square Feet 1312 Sales Information Sales Date Price MAR -2016 35000C JUN -2005 10 MAY -1994 100 APR -1989 106 Appraisals Tax Year 2016 Improvement value S 101 .220 Land Value $103,290 Total Market Value 5204,510 All values are as of ;anuary 1 st each Year �a IV AILf Aaaan AvP- `' E Ouan Ave E;Ouxn.Ava • 7 foe SE 1st Ave ell `---`— Cornnwciei Lease 100 South Federal Hwy ,_ease Is entered into by and oatweaii, 100 South Federal LLC with North Boyr�n Beach, FL 33435 address of 2811 �e Dr With an address 103 NE 2nd Aver, pe 1Wf aWW Posh Rely, LLC 8nd .Jerilyn VUalber persort8ily Delray , FL 33414 ('Tenant'), In Consfc WWon Oft WWI covenants obntelne¢ herein with the intent to be legally bound, Landlord and T other veluabde consldwation reWved, anent agree as follows: I. PREMISES: Landlord hereby leases to Tenets, and Tenant MOM% premises: 100 South Federal Hwy Bo �� leases from Mord, the Lease also includes use of Landlord's fixtutee eye on Beach, FL 33435 { WPremises'�, This Promises. The Vromfass' are stipulated fol a!I q �wtt and peMoiel property In the the Tax !Collector's webeite, pwposes'to contain area Per Exhibit A, from 2. TERM: The term of this lease win be for 6 rn}dnight March 31st, 2071 unless s years camrrlandpp on i4prtl tat, 2017 and ardJng on 0011 cammsnce on April tat, 2017,�ne► terminehed according to the proViaians hereof. Rant 3. RENT. Tenant agneas to pay bent to Landlord mats lmerns as fo,*M.: ' wl bducton or sat off, in monthly A. Year 1: 03ow R" A7.00 + (cAM) ieso.go + B. Year 2': (Base. Rend $3-154.00 + CAM �) ii�.43 =X3,904.43 C.. Year 3: Base Ran (CAM) X00 + n'ax) $ 6.63 a D. Year 4; i $3,4is4.Q0 + tCAMj #1,04Q.Q0 +(rax$ #14.30 34,;11 ,30 �. Year 5: ) $ ,Z50.OA + (CAlidj $1,144.00 +.(Taxi $$42.38 $5,234.58 4? i j $4,lftoo + (CAM) $1,2d8.t)0 + OW$365.86 4• Rent shall be payapfs, in advance, plus or before the first day of egr Monthcable Sales tax currently Seven Perpent (7%) on rV the temr of this Luse. Rent shall be paid to (.aridlorrl, by direct © epo$R ohy to too South dudFederal LLC at TD sank, Account # cr a suctr other 80*e88 as Landlord May spboffy. In wft to 7 M No Lease. `ret w t shell prepay � 8 onsnt. 'nme is- of the esserice in LM Rent - i2, rKgp CAMSolea' 7iir , s 4 j which Includes (Base and a 'it Terw t shell fail at any time to perfomv nags, L$nftro shall hnvq.the. • ht of the terms, covenants and candl6ions of this 00ci d9 to apply the SGO r{ty Det. or any i� the oO, to any herein caused by such default, MOW J ing any mer to Lartdiorrf bit in rw event shall landlord Ice njquire.d to use or apply the fxxpose. if Usidlord 8o applies 90k or depoelt for eu�r sircl, deposit with m' portion of the security depoen, Tarrant shall promptty Landlord an arnoWd su8lcient to restore the securl herein rnentloneo. If T&W9 shall have ti, deposit to the emoeu* mit +randitlorV of Ws leas falthfuny Pe+#4rmed eii of;the terms, arrOs and � d will n�fcmd to Te�rrrent the.afareeaid security. deposit within Gam) bualrre$s days after the temiii�stton of tMs lesae and the vacation at the Premises by leas MY eapendes for exc�shre wear torrrilnotfort of this end tear of the Premises. Tenant's default or early Lease ehaii •result in-forfelture of the Security beptasTt. 5• U ILiTIES: Tenants will pay for on utilities and servi not ilmfted to electricity, water, t ces fum'Qhgd to the: Premises, including but eiephgne, secuo y monitoring, pest control, intemet, cable, Tenant: pate: 1 of 9 \ire T. -cl"ning serVlce and any special brash nt movel necessltetod by Tenant.. Wmd pM shell not be liable for any lose or expense Incurred by Tenant by reason of the IntenAxIon or falki a of any utility or service If due to any cause beyond Landlord's control. Any petroleum products of other hazardous sUbstance must be disposed of In an envirorinlentally safe mauler In accordance with all governmental regulations. No eonstrudtion debris of any type may be pieced In building's dumpeter. Tenont shall not store oarbage or other'Items in oMeyway behind the Premlees or outside the dumpater. a. LATE CHARGES: if Tenent falls to pay any Installment of rent or any other amount due heremxmder within 7 days of the date the same Is due, Tenant shall pay Landlord a late payment charge equal to $200.00. If a check presented by Tenant is returned by the bank, Tenant shall pay an admlMstrativs flee of $125.00. Payment of late rent is deemed a default for each tate payment. ($200 total,per event) 7. USE: The Promisee shall, be used by Tenant solely as Real Estate Office & Retail as per City of Boynton Beach in accordance with the permissible uses and rwtrfcetlons applicable to the prerniess. Tenant may nbt use the premle" for any other purpose without obtaining the prior written consent of LAndiord. Tenant has done all due diligence oh permissible and restricted uses for thls property. '8. TENANT'S TAX, INSURANCE & EXPENSE OBLIGATIQN (CAMAs additional rent, Tenant shall pay to Landlord. the antim amount of Real Estate Taxes, Insuw= deemed necessary by the Landlord, Including, but not ilmited to property insurarnce, casualty insurance and flpod Ins"oe. Tenant shell pay such amounts to Landlord on a monthly basis with a pro'jebted amount necessary for the escrow. The projected amount of CAM due each math with the Rant and $ales Tax Is subject to change at the Lanolonts dlscretien to ensure adequate payment for the costs detailed hwvin. Throughout the Leese, Landlord can. require a, true-up of CAM owed to the Landiortl by presenting an lnvdoe to Tenant. Each invoice WIN detail the amounts ooilected in the monthiy escrow and time payments matte to establish the Underpayment, If any. Such Irncices must be paid wtthln thQ next month's remit check. All taxes and charges shall be Apportioned between Landlord and Tenent to the adentthet this Lease is not In effect durkV the period pf any such cost. 9. PERSONAL PROPERTY TAXES: Tenant shall pay and discharge when due all taxes, assessments and otW govenximental charges, if any, levied on or attributable to personal :property or Improvements of Tarrant located upon the Prerrgsea or T'enant's use df. Promises. 10. CASUALTY,'LIA 1LITY, WIND & FLOOD INSURANCE ON BUILDING: During the term of this Lease and arry wdenslon, or renewal, Landlord shall maintain fire and extended coverage casualty insurande, liability Insurance, wind Insurance and flood kourence on the ✓wilding in which the Premises Is located. All covenmges chap Ips written as In the attached disclosures. Any rimanges in covereges "(be reylow*ad wig approved by Lar4ord f1,nd Tenant. Qw4ord st>aR .pass dvoi rgh all such cost of casualty.11001ty, wind and ftocfl Insun*mo'to Tenant , which will be paid from Termant's CAM psyments. 11. TENANTS LIABILITY INSURANCE: During the tarrn of this Lease Aid any extension or renewal, Tenni shah maintain, at Its sole expense, general pvWlc lial tity end property damage insurance with reaped to their busAless at the Premises with such cormjperiy as may be acceptable to Landlord. The Insurance company must by A rated. Such policy shall have rat less than $1,000=00 per.orxtxrence and $2,000,000.00 general aggregate for boor Injury and property damage. Such policy shall name Tenant as the Insured and Landlord as w1ditlonal Insured or the Insurance 0"fi ate and policy, as their interests may appear, and shall pnMde that the Insurer may not change or cancel, betore taking possession and then again at anytime. Tenant shall furnish Landlord with a copy of such policy or a cerditcate of Insu;wm upon Tenant: Date: 2 of 9 lox, Landlprq's r LMI. 12. MAINTENANCE AND CONDITION: (a) Landlord shalt maintain, repair and r9place only the roof sQ tong as any damage of said roof wag not caused by the Tenant, or neglect by the Tenant to timely infprm the Landlord of any damage to the roof. The Larmckord has no other maintenarxV j W or replacemerit responsibilities In this Lease whatsoever, othar, than with the r d. Tenant stroll have the benefit of eriy Possible C4mntMaaturer�s Warranty applicable to any MechanicalA '1 y systems dLAng the tent of this Lease. (b Iemnt acknowledges that it has Wamtnes the � Ir Premfae and fixtures ecMpment and personal Property ano that they are In good condition and repel r Tenant shall keep the same clean, safe and In as good order and repair as they WOO at cromtnencement of this Lease, ordinary wear and tear expected. Tenant shall use all Axtures, appliances and fadilities In a ressomable manner. T deslgrlated dispose facilities, in ac. Tenant shell dispose of all garbage in �4rdance with the city rules and butldipg policy. Tenant will pay for ell damage to the Premises and repairs required due to any act or ne911gence of Tenant. Its agents or Invite". Landlord and Tenant each .agree'to mafntetn and repair the Premises In Compliance with all laws, ordinance and regulations appllCatle to them. Tenant agrees to promptly give notice to Landlord of any eppgcebie fired yrs or eppiicable unsafe Voi�tlons as.per the lease and Landlord will be afforded a reas 'Cortmptete. onable period of time to 13. TENANTS IMPROVEMENTS:; Tenant shell not alterations, a►ddttjorms art paint or deface the Pra:nlees, or �fcs #iny mprbYemermts wltimout on eaofm occasicn bt�tainlr� the prior written txmsON dfi L andlord, which consent shall not be unreasonably Withheld and will be answered within 48hm, unless otherwise agreed in writing, all aitsrstiorw, adr kxV end Improverreents $hail become the property of the LoxW and shad remaln on the Premises at the efcplr.ation or tertritrradion of this lease. !t 1s understood and agreed, otherwise, that upon the sxlxretlon of this Iowa, landlord, at Its ofmtlon, rmiey repute» Tenant to remove any $UCh aftwrations, add)ttons or impbvements and reetore the Promisee to its fonW condition, 14. DISCHARQE OF YENS: Tenanfe awee to promptly pay tis borrtractoro and suppliers for al! work performed mid materialsfumished to the Prernisss, if any. In ths, event any FrI89harlieS or similar Jaen is tiled orm the Premises or building In which the Pnjrnises are located which is claimed to MSG from Tenant's actkn Tenant shall, at its sole eocp+snse, dpcha rge or without 10 00ys of notlad from Landlord, In no Instance m the actions ofi�e Tert last such Lien Van on the bvilding and Tenant shelf so roti an � creat® a 1$. DELNM Landlord Is ratERY OF POSSESSION: y Victor PefformIng work for Tenant. able tivough no fault on Its pelt to deliver poesessign of the PMrmmisee to Tenant on or before the cotnmenoornent date, this i,.ease wiq .continue In effect, but rent and other amounts will be prorgted ac curdlrtg to when Possession is given to Tenant, except If such failure is due to a fallure by t to Obtain l� for bcCWMPY of the regulate approval Aromises. The germ of this lease will not by e1 gr4o,d by any srtch 008y. if ? Landlord Is unWe to deliver posew. o(on within 80 days of the comm may teronate this Lease and AN erlcernertt • I,andtordsr►.�,n of the PsYments m�e wlti returned to Tenerit and all cbligatiam parties will cease, except In the instance of fallure by tenants to obtain re iy Approval In which Instance all payments made wiH be.forfeited as aom tW�+ Landlord. Landlord will trot be liable fora �*Qry daM�s to QUIET ENJOYMENT: S any damages for such a delay or failure to dslivsr. 1� Y p�++ng'the rent and obferving eh the.agrsements, tenure and Condf lqr* herein, Tenant shell peaceebiy and fitly have, hold and enjoy the Premises during the term of this (ease and .any extension or renewal s sctime 17. ACCESS: Landlord and Its �!t to p�afons hereof. agents may, enter -the Premises at .4N reasonable time$ af)d upon -reasonable notice to Tenant to Conduct Inspections, make risoossary or desired repairs or Improvements, or to show the same to pr'ospsctivs tenants, buyers or lenders. Landlord may Tenant: Date: S of 9 ' also enter the Premises when the. some appear to be abandoned and for the purpose of piecing signs offering the Premises for sale and rent. In an emergency, and ap permitted by Law, Landlord may enter the Premises without prior notice to Tenant. Tenant shall provide a passkey to Landlord in the event Tenant changed locks to the doors. 10. COMPLIANCE WITH LAW: Tenant, at its sale expense, shall comply with all present and future laws, ordlnancces, codes, regulations and requirernents of any fed", state or local authority reletfng to Tenant's use of the premises. Tenant shall not make or permit any waste on the 'Premises, or.any nulsanpe or use which might Interfere with the enjoyment of other tenants or p0moto In the general arae of the premises. Tenant shall not commit or pem'rit shy act or use of the Premises which may Increase the fire hazard or the cost of fire or other insurance on the building in which the Premises Is located, or cause the cancellatlon of such insurance. Tenant shall pay additional insurance premiums resulting from Tenant's use of the Premises. Tenant shall obfein, at Its We expense, any licenses or permits which may be required for'feneht's use Of the Premises. 19. RULE AND REGULATIONS: Tenant shall comply with all rhes and regulation cumently in effect or ~ Landlord may hereafter adopt for the safety, secuurtty care, building Image and orderly .operation of the Premises, Included, but not Nmlted to trash placemerit, window displays, the Installation of security systerris and'the installation and we of outside lighting art the front and Mar entrances of the bugdding. SEE EXHIBIT A FOR MORE RULES AND REGULATIONS. 20. ASSIGNMENT AND SUBLETTING: Tenant shall not assign, ttreinsfer or .encurnbw this (ease, nor sublet am or any portion of the Prprnises, npr,permtt the occupettlon by others, without on each occasion obtaining the prior written torment of Lar dlard. Which will not be unreasonably withheld at Landlord's sole discretion. Consent ofLandlord on any one occasion shall not be deemed a welver of the necessity for consent on any other occ salon. Notwithstanding any asslgnmerd or subletting, Tenant shall rematn primarily liable for tho payment of rent and the perfommerhce, of ell covenants, terms and condtlons of this kxne..Any attempt tp,assign or sublet wltfmout Landbrd's consent shall be void and shall ani tle Landlord, at Its option, to terrriinate this Lease. Landlord agrees to allow Tenant to sublet to.s title- oornpany, mortgage broker and Insurance company. Any and all subletors must adhear to the move Insurance nxMrwTwts for Casualty Insurance and Liability Insurance set for In Paragraphs 10 and 11 of this Lease, respectivciy_ :21. FIRE AND CASUALTY: This Lease will tsrminste ulm a total destruction of the premises or building containing the -Premises duo to fire or other casualty and font will be apportioned as of such date. In the event the .premises or .the building containing the premises ere dem0ed by fire or other casualty oro as to render the premises unsuUbie for the use for which the same are teased, rent will be abated until Lancsord shall have restored the some to substantially their former oho xhlon. Provided, ipWWV that it Landlord oleps not to repair such. damage, or 9 such repairs shall not have been completed within 160 days, either party may to ninete this Lease and rent will be apportioned as of the date of termination. 22. CONDEMNATION: If the entire building In which the .Premises are located Is acquired or vondernned by the power of erriinant domain by any public or other authortty, then this lease will 4ermhWe upon the date sudh taking becomes effective. Rent and other payments will be apportioned as of such date. It any part of the prerNses o>e bultdng containing the.premises is so acquired or condemned so as to render the Premises unsuftWo far the use fnr which the same am leased, then this lease mey be terminated by either perky upoth n irty days written notice to the other. Rent and other payments wIl be apportioned bet ween+ the p8r'ties as of the date of tomnst{om if this Leese Is not so tem0sted, then rent and other payments wig be abated according to the nature and extent of the area taken. All damages awarded for such instruments Tenant: Date: 4 of 9 of gaslgnment as IWdlQrd may reasonably rWest for moving expanses or Tensrit's fixtures, improvements or equipment shall bekxV to Tenant. 23. LOSS OR DAMAGE: Unless caused by the gross negligence or willful neglect of Landlord, Landlord wllf not be liable for any lois, damage or theft of any property of Tenant or others kept or stored In or about the Premleea for any reason, Tenant acknowledges that it is Tenant's responsibility to Insure Its own property end Improvements. Tenant occupies Promises at Tenant's Sole risk. 24, INDEMNIFICATION: (A) Tenant shall indemntf.)r and hold Landlord Harmless from wy and alt claims, loss, damages, Clens, expenses. tnoluding reasonable attorney's fees, and IlabiAties of whatever nature, arising out of or relating to., p) any default by tenant In the perfomianoe or obseNance Of Govvwj,term or condition of this lease. (11) loss or damage to any property .or 1qury or death to tenant or any person occurring on or a of the pornlses,/ bout the Promises due to any cause Other than Landlord's gross negligence or willful rag 't, and (iii) Tenant's use and occupancy 76. DEFAULT: Tenant shall be' In default of this Lease upon the occurrence of any one of the folio ov everts: e Falk" to, pay any Installment of rent or any other amount require¢ herein which shall continue for 7 days after, the same Is due b. Fafkxe to perfotm or observe any other covenant, term or condition of this Lease which 6ts# not be oorrected within iQ clays alter written noups from Landlord, or for such longer period as may be reasonabfy necessary to correct such default. c. Abandonment or cessetlon of buslnese openMkms at the Promises by tenant d. Any. misreprbser*Won or omission cf or on behalf of tenard made to LAndiord In connection with Lease. e. insolvency or fallure of tenant or any guarantor to gerWagly pay beo" due Cts debts as they f. Assignmers for the 'bermfit of creditors $p or any part of Tenerit or 9f, or appointn�rit of a receiver, or other office for, �Y guararft 9. A* dicstlon of barkruptcy,.or filing of a petition urxler Ww bankruptcy or debtor's relief law by or against Tenant or any gtararrtor 213. REMEDIES OF LANDLORD a. (A) Upon brry detmA by Tenant, Landlord ray, at Its option, terminate this lease and/or commence evlcNM procftdngs In aooa" with t3se, law's of Florida. Upon any such dafa A Landlord 6"1 also have the dgf t to enter upon the promises or any part d' , without demand .or notice, an.d repossess the same end expel TerwA and any other occupants and their effects, either with or without t9M.*V ting this Leese and to -Occeteado the rent dtte WXjer the term of tib lease Which, rank shall boo me -Immediately clue and payable by tenant. Any entry gray be with or wfthOutt process of Wu by! force if necessary, or dthwWlse accOm ft to. 1". No entry shelf aubjept Landlord 10 any 'llabttity for trespass or damages. Upon any entry or termination, Landord agrees to use reasonable effort$ to relet the Premises on Tenant's WWf or otherwlse, for such :tenrrr and rot al; Landlord may determine. No act or failure to act by L.andord shall waive any remedies whlgh IAndiord may have for•wrrears of rent or breach of owenaryt "or nelaese'Tetwivt from any ILabtlity whatsoever. any t b. Upon any or erttry as above, tenant shall lndernnffy Landlord against all loss of rents and other amounts wfth.Landlord rney hour over the remainder of the term in addittan to paying all overdue rent and other Paylt)ents. At Imu ord's Election, Tenant $hall pay to L.Andtond an sritourlt equal to the ren} and other payment. 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SIGNS: Any signs wdsting, erected or placed on any exterior portion of the "Premises" or the buildings shaft costiform to the requirements and regulations established by the t.artdlord and zoning regulations of the City of Boynton Beach, Flotrlds, Including but not limited size., colors, aesthetics and location. All placement of signs will be at the sole expense of the Tenant and may only be done With 8dvwve written approval of the L.andlotd and proper permits from the. City of Boynton Beech, Flontde. 86. NOTICES: All notices and Communlcatictns under this lease small be In writing and shah be deemed to be property given when delivered personally or sent by small, certified mail, return receipt requested or overnight deiivery+ sehrice, to Lemkord at. A. 100 South Fedend LLC 2811 Lance Dr North BoyntQh 6,08oh, FL 33435 S. To Ternirt . Posh Really LLC Jerilyn ll &Iter 100 3 Foleral Hwy Boynton Beach, FL 33435 37 ENTIRE AGREEMENT. 1'he parties ackntwvledga that they have read and understand the terms of this lease. This Lease contedna the Wore ,agreement and understanding between the partles reowding the Prom196s and is subject to no agreements, conditions or ropresentatlons that are ndt expressfy get forth heroin. This Lease may only be amended In witting and signed by both Landlord and Twwrit. 38. INVALID PROVISION: If any prevision of this Lease shall be liwalid or unenforceable, the remaining pray[skxm shalt remain in fuli fma and effect. 39. gAPY. IONS: The captions in this. Lease are Inserted only for convenience and in no way construe or Interpret the provisions hereof or affect their dcope Intent. 40. PARTIES BOUND: This lease shall be Wr d ng upon acid shall Inure to the benefit of the pw.tles and theft respective heirs, legal representa3divee, suooessors end assigns; provided, however, OW If landlord sells the Pr+eniises and transfers al prepaid rwds to purchaser, Landlord shall be rBlyased from off sq.* urrdar the lease, The P .er, e.8 attccA.Wor. 'i,,tiv4grd, shell be deemed to have. assumed all of ttte bNgaHons Ord Itabiiltles. H landlord under this lease; proWed, however, that is Landlord sells the building in vMlch the Premises Is located, Landkx+d shall be released from all IlabiWes under this tease. The, as suokoessor landlord, shall be deemed to have. assumed ail of the Obligations anti IIal�lfti:ptulrtt�eres ofLandlord littler thio .Leese. e.1. RIDERS:•Tha, riders and exhibits, If any, aWhed hersto and initialed by the partles etre made a Part of tole lease. 42. ADDITIONAL PROVISIONS: Tenants Accepts the Promisee. as Is. Any changes or additions to the Interior or premises; Included window treatments, floor boverings, shelving, partitions, cellir'rg or fighting will be at the side cost of the Tenant atld will require advance approval of Landlord. 43_ Tera must pravtoe proof of Insurance as per lease and proof -elf utiifties have been, transferred and turned ort In hWher name prior to getting access evict, keys to this location. 44.0 if eltkw party herein brings an %fflon*to enforce the terms, hereof or declare rights hereunder 'the pnWWling party In any such notion, on trim of appeal shall be entltled to its costs and rm6nable attomWs fees including al appeals from the non p availing party. 45. Tenant adcnowledgaa any -all lawsuits If filed will be filed and heard In Palm Beach County, Tenant; Date: 7 of 9 � �/ Florida. 48. RIGHT OF FIRST REFUSAL: If during the term of this lease the Landlord recelves a bona tide offer to purchase the premises wNch the landlord deslres to accept, the Landlord shall notify the Tenant In writing of the offer, includlno. therewith an executed copy of such Offer with tastms and pripe. TenarA strep have 15 days following the mpliing of this written notice within which to notify the Landlord In writing as to whether the Tonaht desires to purchase the premises at the same price and on the same, terms as contained In the offer received by the Landlord. If Tenant tans to provide Landlord with such notice of eccbptance, TIME BEING OF THE ESSENCE, Tenant shad be oonclusivety presumed to have elected not to purchase the premises, If the Tenant elects to purchase the Rmnleets, the landlord shall convey the Premises to the Tenant for the price and the terms contalrwi In the offer. If the Tonant elects either directly or Indirectly not to purchase the premises In docotdance with the -terms and conditlons of the offer, then the Landlord shall be at Warty to sell and convey the promises to the offering party on the terms and conditlon of such otter. State of tie n 4A cot** of SPA AM 6 efc, 4 The foregoing Instrument wo acknowledged before me this day of fiA,12C4 20 I; by . -Pomonally Known ' &z:f�qaced n nt'fi BOWL ,,,,iwType of Id Prodyoed Notary J4NA!ldl6N dr►Ut.1iA MY 0PFUM t:x01M s Joh" is 20 �l11Rt>.� y state of ^ ;f County ofThe foregoing Instpurnent was ackrYawledged beforQ me this ._ ,_ day of �= : ' . 20�_ .by �� . i n ll d?" as _For Personally T PWduoed Identifrcation_____Type of Id Pmduoed Notary, ... "'tb iFlvOW R BRffi$f<iN wrooAa�aaa>+a�aosroo >: �re.agls, mac Tenant: Date: 8 Of 9 ExhUA DO.ROTHY�A F05EM HWy MwOm* BOYNTON WACli parcel CmxrcANvafxt 0843-45-27-04-O00.0010 sah&virkmi LAWNS 0" Romas Brx* 28212 PAX1284 Slb 001e MAK 2416 LePI LXMti*vl LAWNS LT I & N .04 PT OF LT 2 O%wn 400SOU THFEMALLid: 2611 LAKE DR N BOYNIM BEACH FL 33435 2416 .Sales prift OR Mee Pqokftp Sate lj ix 1�wrrot MAR- 28212/ 2016 'S3%ODO DPED OF TRUST 100 SoUni I.MDEp 01284 JUN - S10 DEED TW WAUER DUrCll MARITAL 2005 01256 OF JST MAY 082761 SIM WAhRAN7Y 01600 DEM APR- $100 06020 WARkANlY 1989 01124 DM) No &wVdm hamallon AW&W Ntw-vWr cdU0 0 "Total Sq4 Ptia 1312 Act" 0.0431 170D - OPbICE ONH� cm - coraw &xi= (w UN ewe STO;ty "Is �DYNfUN BWH) Taxlyear 2016 20iS 1014 flolm $93,460 586,260 law vakla $103,290 $56,296 555,743 'Towthfuka Vdir =W!O S149,756 5142,003 AD vskm am ne ofjmmy Ist each ym tax Yor 20.16 2015 2014 Ammed-VAx S164,732 $149,756 S142 003 ManfiftmArnoulL $o $0 $o ITRXAk, vow. $164,162 $149,756 $142,003 T6 year 2016 2015 . . 2 . m ,Ad Vtibmi $3,877 13.360 $3.215 NW Ad Vabmn $547 $550, :$50 Tood S024 ZMO: $3,783 1 of INr,4IJRANC"K A*ENCY INVOICE #11292 DATE: FEBRUARY 14,207 8201 Patera Road Suite 1000 Plantation, FL 33324 Phone: (954) 417-8254 Fax_ (964) 417-8252 TO: 100 S. Federal 10ghway, LLC PO Box 159 Boynton Beach, FL 33425 561-738-4713 PRODUCT DESCRIPTFON TOTAL Ex -Wind Package 201$-17 Catlin Specialty Insurer" Company 11,974.10 Insurance General LIRWIlty 3 Property Exdiudk►9 Wind 2017-18 Cltlzehs Property Insurance Corporation 93,031.00 Wird Insurance Wind Insurance 2017.18 Wright National Flood Insurance Company 81,510.00 Flood Insurance Flood Insurance SUBTOTAL $5,016.10 PAYMENTS APPLIED TO'rAL DUE CO&%MNTS OR SPECIAL INSTRUCTIONS: Mound Location: 100 South Federal Highway; Boynton Beech, Florida, 33435 if you have any questions corfcernlno this lnvolca, contact John Watson.,1oh�r®Wok=onlnsc[r�aedFtcc�Et►da.com. THANK YOU FOR YOUR SUSINESSI 2of2 Z 30 1 atp o�ooa atp uo paMotle oq'llgg9 juguay g I0 isan8 zo aol{�tn `lua}lo Am ao '00fotdtm ,Cas ao Suauay ON 'I I *dbad aqi jo swag uowtuoO oto of MIN 0 sTOol {gaolllppe ao &M {lgjsul so 31001 Aug aajTs;ou {lags augual •PaolPag'I M3o;uasuoo wud jnotpua;Iun sttt 0iue SwP141 loop Aug uo Vol Am aa1IV tls� izsgua.L ON '1l� gOsa of da�sssd u ulejai l{gqs paolpugZ at{•} paoWun *to S9 IenoAds, ua11r.[nn;nog;ten Surplinq agI jo io(znxo oqz tuo4 Smut so 01 pQgovir oq llvgs lviias,uols�nal�; to ocpat ON .8u) 'q aip U! lBmma Aug SMAatl , fo jlnsas s sg w uio4 &nsug a ,%posjagx►.xa "3 ao punt Aug }o x1q!C(tatl xo slot Aug lmgv u $saluusq 3! ploq pu,o Pao{Pas'I xp f47mwalwt lIq jugate ate gseal s uo ;no pauasO ssalatt;uauido{snap io s8atpllnq oqj 3o suot}tad 0{Ignd at{�;o �fua us pa#;{WJW aq slop llsr�a itana ou ul 'psotpua-1 otp ,Cq EnljptA W p�uuaci Ximido oq aoumai goso ut num qxp asatun Sigppria otp m pwo%mq so idail oq llggs limo g ao Pnq ON p"IPu'I 44 panoadde se jdgaxa Stgplmg mo us pauuo3aad Qq of ,�.WA& ao t oq& as j03., moj luoa ao oOlws Aug KoTdwo jou 1VV iuttuo t 'luolpUm'I ag1;o luasuoo .loud jnoiplM jugtioy otp jd ssaussng a;tin,ad dug ao} PnlpU" aqj JO ". 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Im aql w0�3 a9n�aa pus aSggaa� t1N saausjsgns aagjo ao ialp Sun jowolp smopulM ao snoop otp uao g aa'utos}a tatp u&om 4 ao jda w og of uuuad. ;o Mang io daaeis jou 1Is49 ;o ssanllkrOalo pug uopg cmwd jo ojsjs pool cit samurud slq daaal gvrgs ivatrs.L 8uspilnq otp iqj tuosiglnft pus so{tlt jai nl ;g8u *jnjosge oV ssg t"1Pao'T •ssopo algguoq*go ao ostou A= iTuuad .10 Mw joa I" lusua;L 'Ijo{Puv'I alp &l SuljuM ul pomuddo uooq 3nsq llvgs n gons idagxa sWoma{a uou=oo ao $ulpUng aqi inogg io ul palm aq IM 8tasuopjptaoo atg .to sag; 's tolgjs;nen '"n$ Mopu!A%'aasun�s'sapsgs `wlsq Mopuuyn 2Ap6 oad ojq wod.md Bons ao3 ptolpne'I.a4) Aq poptnoad oogld aadoad ag; w uraoxa'11tin Sus o1 *aunn1w io Rusppnq otp oX Sajuo Aug uo souiati alatp and 01 Po&oIIg oq 1odlisgg iitsuoy •Siupiniq aqa jo nwpusm Sug jo lno poloorwd aq SusgjStro Ilggs.t0u'Sutppng agt3o vudntljo Aug 11110 '1OOP'A&oputAj Sue 1s an uo pasodxo ao pogsmstq- aq llstp Susssjaan.pa ,to ZUtiajla{ 'aoljou'USls o1q •lusual dq aaqusui Aug to pajwodop to p nussd oq lt$q& s;uauialo uowwoo otp jo uosjaocf ioq;o Sag ao jo aaagvmop ro 9Moputm atp m sosiwaui kajo aorbixa o{q 'Sluottlalo ttowtuoo nTO ao S4-aiw1aj9 'saouaaiva atp us paOeld aq llsgs sa{osias lgaosa9df any}o to `juawdsnbq'atnistutt� o� �s;sun at{i uxo.t� asatSa pus of ssat8uc uggt; aazpo asodand fam ao; pain ao pslongsgo 2q jou flags asaq {, 'ffuT iH aql 3p s�SgM.toop pus 'sSBMalejs `s�CBen>Ilunn's fsnnanrtp Sulpnlaui'wwV uotuWoa Am jo uopnzsgo oqj bound ao mj 9 jou fells l�g��1 spndn0oo sjl pus luiplmg oqj jo ,Codwd ao 'uopgjndaa ` 4ojm aqi of jewgi g aq of sa8pnf tpsg3 pool u} polpugl suosaad Aug o; ssa0gg osn,Ias of 148u aq1 saniasaa paolpusj SM0I V floza (INV Mau 9 11ffmx3 a '6 .8 L 'S .V P 7 building without tine express permission of the Landlord. 12. All damage td the building or common elements caused by the moving or carrying of any article therein shall be paid by the Tenant responsible for the presence of such article. 13. Tenant "II not interfere in any manner with any portion of the electrical system and lighting apparatus which are part of the common elements and not part of the Tenot's. 14. Tenant shalt not use or permit to be brought into the building any flammable oils or -fluids such as gasoline, kerosene, naptha, benzene or other explosives or any hau*os materials or atrticles deemed hazardous to life, limb or property. 15.. -The Tenant must keep tlu interiors of the leased premises clean and free from obstruction. The Landlord assumes no liability for loss or damage to articles stored or Olaced in the building. 16. Tenant shall be held responsible for the actions of its employees, visitors, clients, or guests. Any damage to the building or equipment caused by Tenant, its employees, guests, visitors, or clients shall be repaired at the expense of the Tenant. 17. Complaints regarding the management of the building and grounds or regarding the actions of other Tenants shall be made in writing or via email to the Landlord. 18. Parking of motor vehicles, including motorcyclefi, mopeds, tYai.lers, hearses or bicycles by Tenant, its employees, guests, clients or visitors shall be only in the spape desigtzated as parking; no unattended vehicle shall at any time, be left in such a manner as to impeded thepassage of triflic or to impair proper access to parking areas. No repair, cleaning or maintenance of mouw vehicles. including motorcycles, mopeds, trallers, or bicycles shall occur on the,pmperty, with excepti9n of emergency repair to have %chicle rernoy6d to a qualified repair facility. No storage of motor %*cles including motorcycles, mopeds, trailers, hearses, bicycles or any objects shall be permitted off► the driveway and parking areas' and the same shall at all times be kept free of unTWonable accumulation aif debits or rubbish of any kind. 19. Supplies, goods and.pWages of every kind are to bc� detiverW in such a manner as the Landlord or its agents may prescribe and the Landlord is nbt responsible for;the loss or damage to any such property. 20. Property shall not be used or occupled in path a manner as tai cause any nuisande or imMoral of illegal activity to be coplmittC4 or permiaed to occur in or about than property. 21. The common elements are intended for use for the ptrrpoee I affording vehicular acid pedestrian movement Within the property and of providing acceaas to the unfts. No part of the common elements shall be, obstructed so as to interfere with its use for the purposes heroin above r+ecW nor shall any part of the common elements be used for general storage purposes, nor anything done tberegn in any manner which shall increase the mtto of hazard and liability insurance covon ng said area and improvements situated thereon. 2 of 2 BOYNTO C . RA BEACH CRA BOARD MEETING OF: April 11, 2017 X I Consent Agenda I I Old Business I I New Business I I Legal Information Only I I CRAAB AGENDA ITEM: VIII.M. SUBJECT: Approval of Seoul Sister Yoga, Inc. d/b/a/ YogaFit for Commercial Facade Improvement Grant Program SUMMARY: The Commercial Facade Improvement Grant provides assistance to facilitate the exterior improvement of existing commercial properties within the Boynton Beach Community Redevelopment Agency District. Seoul Sister Yoga, Inc. d/b/a YogaFit is a tenant in Las Ventanas located at 1517 S. Federal Highway, Boynton Beach, FL 33435. They are applying for reimbursement for exterior improvement including signage and awnings which are eligible under the grant terms. See attached quotes totaling $5,700 plus tax and permit fees. The Commercial Facade Improvement Grant Program provides a 50% reimbursement of the applicant's expenditures for the eligible improvements up to a maximum grant total of $25,000. If approved, the applicant is entitled to approximately $3,250 in reimbursable funds. The grant is reimbursable once the proper reimbursement documentation is submitted to CRA staff. FISCAL IMPACT: $3,250 — Project Fund 02-58400-444 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Approve the Commercial Facade Improvement Grant not to exceed $3,250 to Seoul Sister Yoga, Inc. d/b/a YogaFit for the property located at 1517 S. Federal Highway, Boynton Beach, FL 33435. Michael Simon, Interim Executive Director B YNT01 �s `4qR,BEACH CRA f�x 2 October 1, 2016 — 813zpternLa6, 30, 2"01Y B p yNTCN BOYNTON REACH COMMUNITY REDEVELOPMENT AGENCY C� Ceti COMMERCIAL, FAr;ADE IUPROVEMEWT GRANT PROGRAM Prw,wa l Rales, 01, Require1-floruts The Commercial Facade Improvement Grant Program is designed to help facilitate the exterior improvement of existing commercial properties within the Boynton Beach Community Redevelopment Agency ("CRA") District by providing matching, reimbursable grants to property owners and tenants who expend private sector funds on projects that result in more visually appealing commercial properties. Projects that enhance commercial property within the CRA District may qualify for reimbursement of up to 50% of the applicant's project budget (up to $25,000) for approved exterior improvement projects. Applicants are encouraged to take advantage of the City of Boynton Beach's PACE Program to help defer the cost of installing energy efficient items above. Information regarding the PACE Program is available on line at tL p.//wv_uw_boyntoti-beach.orglao-green/pace prograrp.pbp or by contacting the City at 561-7.42-6067. Attached is the ReNew PACE Eligible Product list. INCENTIVE FUNDING I ne purpose of the program is to encourage commercial properly owners to upgrade their properties by improving the external appearance of their business and to encourage businesses to invest in their operations. The result will halt deterioration, stabilize property values, improve/upgrade appearance of the area and facilitate and encourage redevelopment activity in the target area. Through the Commercial Fagade Improvement Grant Program, CRA will provide, on a reimbursement basis, a 50% matching grant for eligible fagade improvements, up to a total of twenty five thousand dollars ($25,000). By submitting an application the Applicant acknowledges that the grant reimbursement program is in place to further the goals and objectives of the CRA and that the CRA Board reserves the right to approve or deny any application under the grant program and to discontinue payments at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for the redevelopment of the CRA District. Eligibility Requirements Eligible improvements for this program include: Painting Shutters Awnings/canopies Initials CA Page l of 8 710 North Fcderel I lighway, Boynton Beach, FL. 33435 — Phnrnc 561-737-3256 Fax 561 737-3258 Decorative exterior facade improvements Exterior- doors/windows Landscaping around the building Irrigation Parking lot re -paving, re -sealing, re -striping Exterior lighting Patio or decks connected to the building C, Exterior wail repairs (e.g. stucco, brick or wood repairs and replacement) C ADA improvements Signage ® Fencing (excluding : chain link, barbed wire, and wood panels) Demolition of structure and (re)sodding of vacant property Electric vehicle charging station -See Attached Renew PACE Eligible Product List - highlighted Solar electricity and water heating -See Attached Renew PACE Eligible Product List - highlighted In addition, the following rules are applicable to this program: The program is available only for properties located within the CRA District. Note: See attached CRA District Map. 2. Facade improvements must be consistent with the CRA's Design Guidelines. Note: CRA Design Guidelines are available on the CRA website ham: //www_ catch boyriton. com All proposed exterior improvements using CRR funds must be approved by the CRA Board. The CRA Board may make recommendations for exterior Improvements based upon the CRA Design Guidelines. 3_ The program is for commercial properties ana ousinesses only. Commercial businesses must be properly licensed with the City and County. Non-profit uses and residentially zoned properties (including multi -family units, apartment buildings and duplexes) are NOT eligible. The property owner must be the applicant. However, if the property is currently leased to a tenant, then the Applicatlon and Agreement must be jointly executed by both the owner and the tenant. 4. All work must be done in compliance with applicable City of Boynton Beach Building Codes and Land Development Regulations. All contractors must be licensed in Boynton Beach/Palm Beach County. Please contact the City of Boynton Beach Development Department regarding the proposed work to be performed prior to submitting a fagade grant application. Grant funding amounts will be based on the applicant's project budget specified at the time of the CRA approval. Initials CA Page 2 of 8 710 North Federal I ighway. Boynton Heach, FL 33435 -Phone 561-737-3256 Fax 561-737-32,58 Project items completed and paid for more than sixty (60) days prior to grant apprnval by the CRA Board are not eligible for reimbursement under the grant program. Items completed and paid for by the applicant prior to CRA Board approval may be excluded and/or denied at the CRA Board's sole discretion if the CRA Board determines the improvements are not consistent with the CRA's Design Guidelines. The applicant must complete the fagade improvement project and submit for reimbursement within 120 days of the grant award. For projects requiring a permit, completion and submittal for reimbursement must occur within 120 days of the issuance date of the project permit. At the CRA's sole discretion, the CRA may grant one 30 day administrative extension for good cause. Failure to complete the fagade improvements within the time limit will result in a denial of grant funding. 8. Grant funds will be reimbursed exclusively for approved work and approved change orders. 9. The Commercial Fagade Improvement Grant Program may only be used one time in any five year period for any one property. Properties may reapply for additional grants any time after five years from previous grant approval. 10. In order to qualify for the grant, the subject property may not have any outstanding City of Boynton Beach liens at the time the Applicant seeks reimbursement. to e.. i 1:.1 t.odc 11t n;, f"ti M00101. r,Wf 1 tut U111411;P!, Ill In the event that there is an outstanding lien against the property, the grant will not be awarded until the complete satisfaction of the lien. 11. Application and CRA Hoard approval of this grant is for funding only. Approval of CRA grant funding is NOT approval of any type of City processes including, but not limited to, permits and site plan modification. Applicant must apply for permits and site plan modification through the appropriate departments at the City. All commercial projects require permitting and site plan modification reviews. It is the responsibility of the Applicant to obtain all necessary City approvals. It. APPLICATION PROCESS Applications can be obtained from the CRA office located at 710 North Federal Highway, Boynton Beach, Florida 33435 or downloaded from www.catchboynton.com. All applicants are required to meet with CRA staff in order to determine eligibility before submitting an application. Funding requests will not be considered until all required documentation is submitted to the CRA office. The CRA will administer the Commercial Fagade Improvement Grant Program and funding. In addition to the appropriate City of Boynton Beach building inspections, the CRA will inspect the work to determine the satisfactory completion of the work. Initials CA Pagc 3 of 8 710 North Fedcral IliZ hway, Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the CRA Board. Applicants must submit an original, "hard copy" application with all materials to the CRA for review and approval by the CRA Board. Applications will be considered on a first-come, first-served basis. Application packets must include the following documentation: 1. Written detailed project budget describing the improvements to be done to the property. It must list all project costs for which the applicant is requesting reimbursement. The project budget must provide a total cost of the project 2. Cost estimate(s) from a licensed contractor(s) as specified in the applicant's project budget Copy of Warranty Deed Copy of Lease (if applicable) 5. Plans or sketches if applicable 6. Site plan and plant list for landscape projects 7. Copy of permit receipt. If the permit has not been applied for prior to submission of the grant application, a copy of the building permit receipt is due within 90 days of grant approval 6. A minimum of four (4) 3" x 5" color "before" photos of the project which must include "public views" 9. Signage design with colors & materials proposed if applicable 10. Project color chips, material samples, and material specifications, if applicable specifications. ATTACHED FORMS TO BE COMPLETED: Completed and signed application. W9 Form (attached). 'City Planning &1 Development Dept. Acknowledgement Form (attached). '-City Permit Dept. Acknowledgement Form (attached). "The above referenced City Forms must be completed and submitted to the appropriate departments located at City Niall 100 E. Boynton Beach Blvd., Boynton Beach, FL 33435. Phone #561-742-6000. bib,, Vk0GV7SS Invoices, receipts or other acceptable evidence of payment from all suppliers and licensed contractor(s) that have been marked "paid in full." Proposals for "work to be completed" or "bids" are not considered proper documentation. Each item will be supported by a cancelled check showing thg face of the check as well as the back of the cancelled check. Initials Com. Page 4 of 8 710 North Fcdcral Highway, Boynton Beach, FL 33435 -Phone 561-737-3256 1=ax 561-737-3258 11N N Cab.'hhl'}'111ntLC1u1 00721477.1 The only forms of cash payments that are acceptable as evidence of payment are cashier's checks and bank transfers. A copy of the cashier's ahPrk to the payee must be provided as proof of payment. If payment is being made by a bank transfer, a copy of the statement from both payer and payee showing the transaction and/or a copy of the email/text verification from both parties. 2. A "final release of lien" signed by each licensed contractor. See attached Sample of Final Release of Lien form. 3. Proof that the work has been approved by the City of Boynton Beach Building Department. 4. CRA has received copies of final inspection approvals for all work that requires a permit. 5. Entire scope of work for eligible items is completed. 6. Applicant provides "after" photos. The Boynton Beach CRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be subject to production by the CRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. SUBMISSION OF AN APPLICATION iS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. 40TICE TO THIRD PARTIES: The grant application program does not create any rights for any darties, including parties that performed work on the project. Nor shall issuance of a grant result in any obligation on the party of the CRA to any third party. The CRA is not required to verify that entities that have contracted with the Applicant have been paid in full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which Applicant is directly responsible is sufficient assurance for the CRA to award grant funding. initials jA Page 5 of 8 710 North Federal Highway, Boynton Reach, PT. 31435 —Phone 561-737-3256 Fax 561-737-3258 fnC?14 .1 APPLICAUI° T INFOPIt A E iON Name of Property Owner: CH Realty /Acquisitions VII LLC Email Address: FRodriguez@secenters.com Address of Property Owner: 3819 Maple Ave. Dallas TX 75219 City/State: Dalls TX Zip Code: 75219 Phone # Day: Evening: Legal description of the property to be improved: Demised premises undeveloped @ 1517 S Federal Hwy Las Ventanas Retail Shoppes; 1727 sqft Name of Tenant: Charles Anzalone if Different from Property Owner Email Address: canzalon@yahoo.com Name of Business: YogaFit Property Address: 1517 S. federal Highway Where improvements ...ire heing rnn4de City/State: Boynton Beach FL Phone # Day: 561 6007822 Evening: Type of Business: Wellness, Health, Fitness Years of Operation: 2017 opening Number of Annual Zip Code: 917 589 5199 Employees: 12 Payroll: $77,000 Number of Employees residing in Boynton Beach: 6 33435 lnitialSCA Page 6 of 8 710 North Federal Highway, Boyriton Beach, IT 31435 Phone 561-737-3256 Fix 561-737-3258 07214771 2017- Facade Improvement Incentive -Seoul Sister Yoga Inc. dba YogaFit SUBMETTING AN APPLICATION I�S t10T A 011ARAN TFi* OF FI -INNING (property owner'sIrpu ust tarfzed) n' LQA&&L_j/q/)`7 Uate Witness (Date) Witness (Date) STATE OF _ -Fle . -- . __- COUNTY OF! --- Property Owner -- (Date) BEFORE ME, an officer duly authorized by to administeroaths and take acknowledgements, personally appeared as who is personate known__ me or produced identification, and acknohledg d heent s his/heed the foregoin deed g Agreement for the use and purposes mentioned in it and that t IN WITNESS OF THE FOREGOING, I have set my hand and official seal In the State and County aforesaid on this `%,O M day of /L 20�° NOTARY PUBLIC JUANAHIRAOO My Commission Ex res: ______._ _..___... _.__. _ ,�O'K, * MY COMMISSION FFF172139 EXPIRES: October 29, 2018 ',1 � 811616Thru0*1N0tryimte9 Page 7 of 8 710 North federal Highway, Boynion Reach, FL 33435 —Phone 561-737-3256 Fax 561-737-3255 U071147, 1 SUBMITTING AN APPLICATION IS NOT A GUARANTEE OF FUN 101ING Grant Program and to comply with its content. (TenanlJBusiness owner's sigture must notarized) Tc>nant/Busine. Owner STATE OF FLORIDA COUNTY OF -rq-(m buL � 2�— ! 7 (Date) . Pna1ltlBusincss Owner _ (bete) . BEFORE ME, an officer duly authorized by law tomin�oa s and taloknowledgements, personally appeared Z(� lI`l _ who is personally known to me or produced _. _ as identification, and acknowledged he/she executed the foregoing Agreement .for the use and purposes mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and off"cial seal in the State and County aforesaid onthis 91 day of ,' � 20. J , o' NOTARY PUBLIC My Commission Expires: ti THERESA UrrERB11CK .;Nm_ My COAMVi '•SION#FF0780 EXPIRES: January 11, 2018 Bonded 'f h: u Nutnry Public Uedenniers Page R of 8 710 North Federal Highway, Hoyniott Beach, F1,33435 Phone 561-737-3256 Fax 561-737-3258 �I. v, t .IL 1A ," In I) 1 qI, IY1,121 .. 1.1 2016 so so 680,000,003 each year es 2016 568.131 .888 so 568.131 .888 SE e, 12thAv .fi�- ---- ;M&- .7 SW t - L Woolbright Ro'. 3:. E Woolbri'gh-t Rdo fAJL k '4 —1. ErWo6Cbri6Ktkl the site plan attached hereto as Exhibit "A". Exhibit "A" sets forth the general layout of the Retail Area and shall not be deemed to be a warranty, representation or agreement on the part of Landlord that said Retail Area will be / exactly as indicated on said diagram. Landlord may increase, reduce or change the number, dimensions or locations of the walks, buildings and parking areas as Landlord shall deem proper. Landlord reserves the right to make alterations or additions to, and to build additional stores on, the building in which the Demised Premises are located, and to add buildings adjoining same or elsewhere in the Retail Area. Landlord further reserves the right to acquire additional land within which to expand the Retail Area. b. The use and occupation by Tenant of the Demised Premises shall include the right to the non- exclusive use, in common with others, of automobile parking areas (including designated Retail Area garage parking), utility lines, drainage improvements, retention and detention areas, signs, elevators, stairwells, public areas, driveways, truck and service courts, loading docks, pedestrian sidewalks and ramps, landscaped areas, and other similar facilities located within the Las Ventanas project and designated for common use by Landlord and/or under any Common Area Agreement as such term is herein defined (collectively referred to herein as 'Common Areas'), subject, however, to the terms and conditions of this Lease and to reasonable rules and regulations for the use thereof, as prescribed from time to time by Landlord or in accordance with any Common Area Agreement. Landlord reserves the right to enter into agreements with the owner(s) or tenant(s) (including Landlord or any affiliate of Landlord) of any other property or improvements adjacent to the Retail Area (including all or portions of the Las Ventanas project, irrespective of whether owned by Landlord or any affiliate of Landlord), which may permit the shared use of, or provide for the shared maintenance of, certain facilities (including the Common Areas) located within or upon all or portions of the Las Ventanas project (such agreement(s) being referred to herein as a 'Common Area Agreemenn. LENGTH OF TERM The Initial Term of this Lease (the 'Tenn') shall be as set forth in Section 1(B). COMMENCEMENT OF TERM AND POSSESSION a. The Commencement Date shall be the earlier of () Tenant's opening for business, or (b) the one hundred eightieth (180') day following the Delivery Data. The Delivery Date shall mean Ute date which is five (5) days after the date upon which Landlord delivers the Premises to Tenant in 'AS IS' CONDITION. The Term shall expire on the Expiration Date set forth in Section 1(B). Upon the Commencement Data, Tenant shall execute and deliver to Landlord a written declaration in recordable form stating the Commencement Date and Expiration Date thereof, and certifying that the Lease is in full force and effect and there are no defenses or offsets thereto or stating those claimed by Tenant. b. In the event that Tenant does not open the Demised Premises for the conduct of its business within ninety (130) days after the Commencement Date as provided above, such failure shah be deemed a default hereunder and Landlord shall be entitled to all remedies as set forth in Section 26 below . Tenant agrees to submit to Landlord within thirty (30) days from the execution of this Leese code compliant plans and specifications, prepared by a licensed Florida I architect covering all work which Tenant proposes within the Demised Premises (herein referred to as 'Tenant Improvements') to do at Tenant's sole cost and expense in the Demised Premises. Such plans and specifications shall be prepared in such detail as Landlord and any applicable gwemmental authorities may require and Tenant agrees not to commence Tenant Improvements until Landlord and such governmental authorities have approved such plans and specifications in writing, with such Landlord's approval not to be unreasonably withheld or delayed. Within five (5) days following approval by Landlord, Tenant agrees to submit plans and speafications to the appropriate governmental authority for the issuance of a building permit. In the event Tenant fails to submit such plans and specifications to Landlord as aforesaid, such failure shall be deemed a default hereunder and Landlord shall be entitled to all remedies as set forth in Section 26 below. C. Tenant accepts the Demised Premises in its present 'AS -IS' condition, with no obligation of Landlord to make any improvements to the Demised Premises. By accepting the Demised Premises, or by installing fixtures, facilities or equipment or performing finishing work and Tenant Improvements, Tenant shall be deemed to have accepted the Demised Premises and to have acknowledged that the Demised Premises are in the condition required by this Lease. d. Tenant Improvements shall be performed by a licensed and insured contractor approved by Landlord in its reasonable discretion. Tenant shall procure all permits, licenses and other authorizations required for the lawful and proper undertaking of Tenant Improvements. Tenant shall assume full responsibility for compliance with arty laws, codes or regulations, including associated costs for same, in connection with Tenant Improvements. The following items must be submitted to Landlord's representative prior to commencernent of Tenant Improvemerits: I. final and complete set of Landlord -approved constriction documents that will be used for obtaining a building permit and for constraction purposes; a copy of the building permit iii. a copy of a Certificate of Insurance from Tenant's general contractor naming the Landlord and property manager as additioneil insureds; and iv. a list of all subcontractors from Tenant's general contractor who will be providing materials and/or services to Demised Premises. e. Prior to commencernent of construction, Tenant must either procure a construction dumpster for the disposal of all construction materials or, at the direction of Landlord, utilize only those dumpsters as designated by Landlord for the disposal of construction debris. The Retail Area dumpster may not used for this purpose I. Tenant shall keep the Demised Premises and the improvements thereon at all limes during the term hereof free of construction liens and other liens of like nature and at all times shall fully protect and hold Landlord harmless against all such liens or claims and against all attorney's fees and other costs and expenses arising out of or as I a result of any such lien or claim. Under Florida Section 713.10, Florida Statutes, the interests of Landlord in the Demised Premises, the Retail Area or the improvements thereon, shall not be subject to liens for any improvements made by or on behalf of the Tenant and no one acting by, through or under the Tenant may file any lien against the Epoch LV-YogaFit Lease (LL 8-26-16) Demised Premises or the Retail Area. All parties with whom Tenant may deal are put on notice that Tenant has no power to subject Landlord's interest to any mechanics' or materialmen's lien of any kind or character, and all such persons so dealing with Tenant must look solely to the credit of Tenant, and not to Landlord's said interest or assets. Tenant shall provide written notice to each contractor, subcontractor, materialman, mechanic and laborer performing work in the Demised Premises of the foregoing. A copy of such notice shall be sent to Landlord. Landlord may record a memorandum of this Lease in the public records. In the event a lien is filed against Landlord's interest in the Demised Premises, Landlord, at its option, may pay all or any part of such lien or claim, and any such payments, together with interest thereon at the rate of 18% per annum from the time of such payment by Landlord until repayment by Tenant, shall be paid by Tenant as Additional Rent upon demand, and If not so paid, shall continue to bear interest at the aforesaid rate until paid in full. USE OF PREMISES; OPENING COVENANT AND COVENANT OF CONTINUOUS OPERATION a. Tenant shall use the Demised Premises solely for the purpose set forth in Section 1(IQ, and shall not use or permit the use of the Demised Premises for any other business or purpose. In no event shall the Demised Premises be used in violation of the exclusive use restrictions or use prohibitions contained in Exhibit "C" attached hereto. Landlord represents and warrants to Tenant that Exhibit "C" contains all of the exclusive use restrictions and use prohibitions that are applicable to the Demised Premises on the Effective Date. Tenant shall operate its business within the Demised Premises in a first -lass, dignified and reputable manner, in conformity with the highest standards of practice prevailing in such field of business and among merchants engaged in the same or similar business. Tenant shall light its signs and display windows during the minimum hours of operation as otherwise designated by Landlord from time to time. b. Tenant shall not do or suffer to be done, arty act, matter or thing objectionable to the fire insurance companies whereby the fire insurance or any other insurance now in force or hereafter to be placed on the Demised Premises or any part thereof, or on the building of which the Demised Premises may be a part, shall become void or suspended, or whereby the some shall be rated as a more hazardous risk than existed on the date of this Lease. In case of a breach of this covenant, in addition to all other remedies of Landlord hereunder, Tenant agrees to pay to Landlord as Additional Rent any and all increases in insurance premiums maintained by Landlord on the Demised Premises, or any part thereof, or on the building of which the Demised Premises may be a part, caused in any way by the occupancy of Tenant. C. Tenant shall open the Demised Premises on or before the Commencement Date and continuously during the full term of this Lease and every extension thereof keep the entire Demised Premises occupied and open for business during the minimum hours established by Landlord, plus any additional hours for the Retail Area as set by the Landlord from time to time. d. In the event that the Demised Premises shall, at any time during the Term of this Lease be closed for business to customers (except for periods of damage, destruction, force majeure or remodeling) for any period of tan (10) consecutive days or more, then, at any time thereafter Landlord may, at its election terminate this Lease by giving Tenant notice thereof and the Term of this Lease shall terminate on the thirtieth (30) day after the giving of such notice by Landlord. 6. RENTAL a. BASE RENTAL: Tenant covenants and agrees to pay Landlord base rent ("Base Rent") as set forth in Section 1(F) (together with Sales Tax (as hereafter defined) thereon), payable in equal monthly installments without notice, deduction or set -offs, on the first day of each calendar month during the term hereof. Such Base Rent shall commence on the Rent Commencement Date of this Lease as defined in Section 1(G) (the "Rent Commencement Date"). Tenant shall be responsible to pay all Sales Tax in conjunction with the payment of any Base Rent and Additional Rent. "Sales Tax' means all Florida state, county, and/or municipal sales, use, or similar taxes, and surcharges and all other local option surtaxes and/or surcharges assessed upon or in relation to Base Rent, Additional Rent and all other sums of money or considerations due and payable to Landlord by Tenant or any other person who is occupying, using, or entitled to use the Demised Premises at the tax rates in effect from time to time during the Lease Term together with interest and penalties thereon, if any. The first rental payment amount hereunder shall include, in addition to one full month's advance rent, a prorated amount applicable to the period from the Rent Commencement Date to the first day of the following month, if the Rent Commencement Date is other than the first day of the month. The Base Rent under this Section shall be adjusted annually pursuant Section 1(F) of the Lease. b. TIME AND PLACE OF PAYMENT: Tenant shall promptly pay all Rent and other charges due hereunder and render all statements herein prescribed at the office of the Landlord or Landlord's agent, Las Ventanas Accounting Go Epoch Management, 359 Carolina Avenue, Winter Park, Florida 32789, or to such other person or corporation, or at such other place as shall be designated by Landlord in writing, on or before the designated due date. If Landlord shall pay any monies or incur any expenses in correction of any violation of any covenant of Tenant herein set forth, the amounts so paid or incurred shall, at Landlord's option and on notice to Tenant, be considered Additional Rent (as such term is hereinafter defined) payable by Tenant with the first installment of Rent thereafter to become due and payable and may be collected or enforced as by law provided in respect of rentals. In the event any monthly Rent payment is not paid within three (3) days after it is due, Tenant agrees to pay a late charge of ten percent (10%) of the amount of the payment due. Tenant further agrees that the late charge imposed is fair and reasonable, complies with all laws, regulations and statues, and constitutes an agreement between Landlord and Tenant as to the estimated compensation for costs and administrative expenses incurred by Landlord due to the late payment of Rent by Tenant. Tenant further agrees that the late charge assessed pursuant to this Lease is not interest, and the late charge assessed does not constitute a lender or borrower/creditor relationship between Landlord and Tenant, and may be treated by Landlord as Additional Rent owed by Tenant. SECURITY DEPOSIT a. Simultaneously with the execution of this Lease, the Tenant shall deposit with the Landlord the Security Deposit as set forth in Section 1(1) to be held as collateral security for the payment of any rentals and other sums of money payable by Tenant under this Lease, and for the faithful performance of all other covenants and agreements of Tenant hereunder. To the extent not applied by Landlord towards the cure of any Tenant defaults under the Lease; the amount of said deposit, without interest, shall be repaid to Tenant within thirty (30) days after Epoch LV-YogaFit Lease (LL 8.26-16) the termination of this Lease and any renewal thereof. Upon any default by Tenant hereunder all or part of said deposit may, at Landlord's sole option, be applied on account of such default, and thereafter Tenant shall within five (5) business days restore the resulting deficiency in said deposit. Should Landlord retain said deposit on account of default, the deposit shall in no way be construed as liquidated damages, and Landlord reserves its right to seek any additional damages sustained from default by Tenant. b. Landlord may deliver the funds deposited hereunder by Tenant to the purchaser of Landlord's interest in the Demised Premises in the event that such interest be sold and thereupon Landlord shall be discharged from any further liability with respect to such deposit, and this provision shall also apply to any subsequent transfers. C. In addition to the Security Deposit set forth above, Tenant shall cause the Personal Guaranty attached hereto as Exhibit "D" to be executed, guarantying the payment and performance of Tenant's obligations under this Lease pursuant to the terms and conditions set forth in the Personal Guaranty. Notwithstanding anything contained in this Lease to the contrary, this Lease shall not be binding on Landlord until the Personal Guaranty is delivered to Landlord fully executed by Guarantor(s). TENANT'S PROPORTIONATE SHARE For purposes of this Lease, Tenant's Proportionate Share shall be determined by dividing the gross floor area of the Demised Premises by the gross leasable ground floor area of all of the buildings owned by Landlord in the Retail Area, as the same may be increased or decreased from time to time. COMMON AREA AND FACILITIES a. All Common Areas, as defined in Section 2(b), shall at all times be subject to the exclusive control and management of Landlord or as otherwise provided in a Common Area Agreement, and Landlord (or any other owner of all or portions of the Las Ventanas project) shall have the right from time to time to change the area, level, location and arrangement of such Common Areas to restrict parking by tenants and their employees to employee parking areas, and to make rules and regulations pertaining to and necessary for the proper operation and maintenance of the Common Areas. Landlord shall also have the right from time to time to establish, change, alter, amend, and enforce against Tenant and other users of the Common Areas such reasonable rules and regulations (including the right to restrict the areas within which Tenant's employees may park) as in Its reasonable opinion are necessary or advisable for the proper and efficient operation and maintenance of the Common Areas and enter into Common Area Agreements (including Declarations of Covenants and Restrictions) which shall allocate responsibility for maintenance of the Common Areas to third -parties (including property owner's associations) which may or may not be affiliated with Landlord. The rules and regulations may include, without limitation, the hours during which the Common Areas shall be open for use. b. In addition to the Base Rent set forth in Section 6a above, Tenant will pay to Landlord as Additional Rent hereunder Tenant's Common Area Charge and Tenant's Proportionate Share of all Retail Area Expenses as defined in Section gc below, together with Sales Tax thereon. Tenant's Common Area Charge/Proportionate Share of Retail Area Expenses: (i) During the Tenn and any extended term of this Lease, Tenant shall pay to Landlord without demand, offset or deduction, in advance on the first day of each month, a sum equal to one -twelfth (1112) of the Tenant's annual Common Area Charge, which payment represents Tenant's share of Landlord's cost (or contribution) to operate, manage, maintain, replace and repair the Common Areas, including dumpater service. The Common Area Charge from the Rent Commencement Date through the end of the first lease year shall be the annual charge as set forth in Section 1(J) of this Lease. Beginning on the first anniversary of the Rent Commencement Date, and on each subsequent anniversary of the Rent Commencement Date thereafter, Tenant's Common Area Charge shall be increased over that amount due for the preceding lease year by five percent (5%). Tenant acknowledges and agrees that Tenant's Common Area Charge is an agreed-upon amount, adjusted annually by fixed percentage and not subject to actual costs; it is non -contestable, not subject to review and subject only to the adjustment as set forth in this Section. Tenant shall have no right to audit Landlord's books and records. (ii) During the Term and any extended term of this Lease, Tenant shall pay to Landlord without demand, offset or deduction, in advance, on the first day of each month, one -twelfth (1/12) of Tenant's Proportionate Share of Retail Area Expenses (as described below) based upon the percentage specified in Section 1(J). Tenant's Proportionate Share of Retail Area Expenses from the Rent Commencement Date through the end of the first lease year shall be the annual charge as set forth in Section 1(J) of this Lease. Thereafter, Tenant's Proportionate Share of Retail Area Expenses shall increase in proportion to increases in Landlord's Retail Area Expenses. Notification to Tenant of increases in Tenant's Proportionate Share of Retail Area Expenses shall include verification copies of invoices evidencing such increases. If, at any time, the amount of Retail Area Expense payable during the then -current lease year shall not have been determined by the Landlord, then the amount payable by Tenant shall be the same monthly amount paid by Tenant for the immediately preceding lease year. When the amount of such Retail Area Expense for the then current lease year shall be determined by Landlord, Tenant shall pay to Landlord such cumulative adjustment upon presentation of a statement therefor by Landlord. Retail Area Expenses shall mean those Las Ventanas project expenses allocated to the Retail Area by Landlord or pursuant to any Common Area Agreement, and shall include, but shall not necessarily be limited to Taxes and Insurance (as herein defined), Common Area utility charges, and the cost of services (if any) used to protect the Retail Area from damage to property, vandalism, theft or injuries to persons (Tenant acknowledges that as of the date of this Lease, no such services exist), and Tenant expressly acknowledges that if Landlord, from time to time, elects to provide such services, Landlord shall not be deemed to have warranted the efficiency of any personnel, services, procedures or equipment, and Landlord shall not be liable in any manner for the actions, inactions or failure of any such personnel, services, procedures or equipment to prevent or control loss or damage to property or injury or loss of life, or responsible to apprehend anyone suspected of personal injury or property damage in, on, or around the Retail Area). (iii) Notwithstanding anything contained in this Lease to the contrary, Tenant acknowledges and agrees that it is intended that this Lease be a completely net lease for Landlord, that Landlord shall not be responsible during the Term or any extended term for the payment of any costs, charges, expenses and outlays of any nature whatsoever arising from or relating to the Premises, Tenants use of the Premises, or the Common Area. Epoch LV-YogaFit Lease (LL 8-26-16) d. Notwithstanding anything contained in this Section 9 or elsewhere in this Lease to the contrary, Landlord may, upon thirty (30) days notice to Tenant, convert the method by which it is reimbursed for its costs to operate, manage, maintain, replace and repair the Common Areas in accordance with the following: Tenant shall pay Landlord, as Additional Rent, its Proportionate Share of Landlord's annual actual 'Operating Costs' (as herein defined), in equal monthly installments on or before the first day of each calendar month in an amount estimated by Landlord, without demand, offset or deduction, together with Sales Tax thereon. Such amount shall be estimated by Landlord in accordance with a budget delivered to Tenant with Landlord's notice of its election to convert to the aforesaid formula. If there shall be any increase or decrease in the Operating Costs for any year, whether during or after such year, Landlord shall furnish to Tenant a revised budget, and the estimated Operating Costs payments by Tenant shall be adjusted and paid or credited, as the case may be. Within one -hundred twenty (120) days of the end of such twelve (12) month period, Landlord will furnish to Tenant a statement showing in reasonable detail the amount of Landlord's actual Operating Costs for the preceding period. Tenant shall either receive a credit or be assessed an additional sum based upon the difference between Tenant's Proportionate Share of Landlord's actual Operating Costs and the estimated payment received by Landlord from Tenant during said year. Any additional sum owed by Tenant to Landlord shall be paid within ten (10) business days of receipt of the assessment, and any refund owed by Landlord to Tenant shall be credited towards Tenant's next month's rental payment. Landlord's failure or delay in providing such statement within such 120 day period shall in no way excuse Tenant from its obligation to pay its Proportionate Share of Common Area Operating Costs in accordance with this Section gd. For purposes hereof, 'Operating Coats' shall mean all costs and expenses incurred by Landlord in managing, operating, maintaining, insuring, repairing and securing the Common Areas, as allocated to the Retail Area by Landlord or pursuant to any Common Area Agreement 10. PUBLIC UTILITIES In addition to all rentals herein specified, Tenant shall pay for all utilities, in connection with the Demised Premises, and all sewer charges, as and when the charges therefore shall become due and payable. Furthermore, it shall be expressly understood that Landlord shall be responsible for paying only those utility and traffic impact fees attributable to use of the Demised Premises as a standard dry retail use (as opposed to a restaurant, laundry, hair salon or other use which consumes excess water) imposed in connection with the initial development of the Retail Area. If Tenant's use of the Demised Premises or any improvements thereto require the payment of additional utility or traffic impact fees, Tenant is solely responsible for such additional fees. Tenant shall reimburse Landlord, on a monthly basis, within fifteen (15) days following the date of Landlord's invoice, for the following: (1) the cost of water consumed within the Demised Premises, and (ii) Tenant's prorate share of the additional cost of dumpster service over that already included in the Common Area Charge, as allocated by Landlord based upon the number of tenants utilizing the dumpster and taking into consideration the amount of trash generated by such tenants. Landlord will make the allocations of dumpster service in good faith. If provision is made by the Landlord for trash removal by a contractor, the Tenant agrees to use said contractor for its trash removal and to pay when due (either directly to such contractor or indirectly through the Landlord) all charges at the rate established therefor from time to time. The Landlord reserves the right to charge the Tenant for the cost of any extraordinary trash or garbage removal required by the Tenant, including such removal as may be required in connection with the commencement or termination of Tenant's business in the Demised Premises. Tenant's electric service shall be separately metered and paid directly by Tenant to the utility providing such service. In the event Tenants use of the Demised Premises requires electrical capacity in excess of that existing in the Demised Premises on the Effective Date, Tenant shall be responsible for any costs incurred by Landlord to upgrade the electrical service for the Building to accommodate Tenant's excessive electrical consumption. 11. TAXES As used herein, the term "Taxes" shall mean and include all real estate taxes, any other taxes, assessments, special assessment or district taxes or assessments, license and permit fees, municipal service fees, charges for any easement maintained for the benefit of the Demised Premises be levied, assessed, or imposed in connection with the use, occupancy or possession of, or become due and payable out of, or for, the entire Retail Area or any part thereof, and any land, buildings or other improvements therein, including interest on installment payments and all costs and fees (including reasonable attorneys' fees) incurred by Landlord in contesting Taxes, assessments and/or negotiating with public authorities with respect to the same. Landlord shall pay or cause to be paid (subject to the provisions regarding contributions by Tenant herein set forth) all Taxes which may be levied, assessed or imposed by the lawful tax authorities against the land, buildings or other improvements in the entire Retail Area The official tax bill or bills, as the case may be, issued by such lawful taxing authorities shall be conclusive evidence as to the amount of any such tax (or installment thereof) levied, assessed or imposed upon the Retail Area. On or before the first day of each month during the Term of this Lease, as the same may be renewed or extended, Tenant shall pay to Landlord, as Additional Rent and as part of Tenants Proportionate Share of Retail Area Expenses, 1/12 of its Proportionate Share of all Taxes levied, assessed or imposed upon the Retail Area during each tax year. If the Retail Area is not separately taxed from other portions of the Las Ventanas project, Tenant agrees to accept the allocation of such taxes to the Retail Area as determined by Landlord in its reasonable discretion. If on the first day of the month in question the amount of any Tax payable during the then current tax year shall not have been determined by the taxing authorities, then the amount payable by Tenant shall be based on a good faith estimate by Landlord. Tenant shall have no obligation to pay any portion of Taxes over and above the amount of Taxes if paid utilizing the earliest discount applicable and shall have no obligation to pay any penalties relating to Landlord's failure to pay the Taxes 12. INSURANCE The Landlord will pay in the first instance all premiums for fire, flood, windstorms, terrorism, extended coverage, liability casualty insurance upon the Retail Area, cost of workmen's compensation and other insurance carried on or with respect to the Common Areas (collectively 'insurance'); provided, however, the foregoing is not a representation as to the type, amount or limits of coverage which Landlord shall maintain with respect to the Retail Area. Tenant shall pay Tenant's Proportionate Share of such Insurance premiums, together with any insurance deductibles paid or incurred by Landlord as a result of an insurable event, as part of Tenant's Proportionate Share of Epoch LV-YogaFit Lease (LL 8-26-16) 5 Retail Area Expenses set forth in Section 9 above. If Landlord elects to insure the entire Las Ventanas project under a single policy or policies of insurance, Tenant agrees to accept Landlord's allocation of the cost of such policy(s) to the Retail Area. 13 ADDITIONAL RENT For the purpose of this Lease, Tenant's Common Area Charge, and Proportionate Share of Retail Area Expenses and any other monetary obligations due under the Lease, shall sometimes be collectively referred to as "Additional ReW. The Base Rent and Additional Rent shall herein sometimes be collectively referred to as the "Rent". 14. REPAIRS Landlord will keep the foundation, exterior walls and roof of the Demised Premises (excepting any work done by Tenant and excepting any plate glass, which are the responsibility of the Tenant) in proper watertight condition and repair, provided that in each case Tenant shall have given Landlord prior written notice of the necessity of such repairs. The cost of such repairs performed by Landlord shall be included in the Tenant's Proportionate Share of Common Area Charges set forth in Section 9c of this Lease. Tenant will keep the interior of the Demised Premises, together with all fixtures and all electrical, plumbing, heating, air conditioning and other mechanical equipment whether located within or on the roof of the Demised Premises, all doors, and all plate glass and door and window glass, in good order and proper repair (including replacement of such items) at its own expense, using materials and labor of kind and quality equal to the original work, and will surrender the Demised Premises at the expiration or earlier termination of this Lease in as good condition as when received, excepting only deterioration caused by ordinary wear and tear and damage by fire or other casualty of the kind insured against in standard policies of fire insurance with extended coverage. Tenant shall be responsible for protecting the Demised Premises from all weather related events, including hurricanes, and shall be responsible for the installation of hurricane protection over the plate glass and doors. The installation of any weather protection, such as hurricane shutters, shall be performed in accordance with Section 15. Except as herein provided, Landlord shall have no obligation to repair, maintain, replace, alter or modify the Demised Premises or any part thereof, or any plumbing, treating, electrical, air conditioning or other mechanical Installation whether located within or on the roof of the Demised Premises. Under no circumstances shall Landlord be obligated to repair, replace or maintain any plate glass or door or window glass. In furtherance of Tenant's obligation to maintain, repair and replace heating, air conditioning and other mechanical equipment in or serving the Demised Premises, Tenant agrees to obtain and keep in full force during the term of the Lease, or any renewal thereof, a maintenance, repair and service contract on such equipment with a contractor satisfactory and approved by Landlord and to provide Landlord with a copy of same. In the event Tenant fails to do so, Landlord, at its discretion, may enter into a contract for the performance of maintenance, repair and service on the HVAC system serving Tenant's Premises, the expenses of which shall be paid by Tenant as Additional Rent. Except as specifically set forth in the Addendum to Lease, Tenant, its agents, employees, or contractors shall not enter onto the roof of the Building without the express prior consent of Landlord or its Building Manager Landlord specifically reserves the right to require Landlord's roofing contractor to perform any work required to be performed by Tenant with respect to any equipment on the roof of the Building or, wRh respell to the maintenance, repair or replacement of any HVAC equipment located on the roof of the Building. Landlord reserves the right to have an agent of its roofing contractor present during the performance of such work so that Landlord's roof warranty is in no way deemed invalid or void. Tenant shall cause its HVAC contract to include the foregoing requirement. 15. TENANTS RIGHT TO MAKE ALTERATIONS Tenant covenants and agrees that it will not apply for any permits, or make any alterations, improvements or additions to the Demised Premises, including storefronts, during the term of this Lease or any extension thereof without first obtaining the written consent of the Landlord which as to non-structural alterations and improvements, or alterations and improvements which do not affect the mechanical, electrical, life safety, plumbing or other building systems, shall not to be unreasonably withheld or delayed. Tenant will not cut or drill into, or secure any fixture, apparatus or equipment of any kind to any part of the Demised Premises without first obtaining the written consent of the Landlord. Landlord reserves the right to impose any reasonable rules and regulations It deems necessary upon Tenant with respect to the performance of any alterations to the Demised Premises. All alterations, improvements and additions made by Tenant as aforesaid shall remain upon the Demised Premises at the expiration or earlier termination of this Lease and shall become the property of Landlord, unless Landlord shall, prior to the termination of this Lease, have given written notice to Tenant to remove same, in which event, Tenant shall remove such alterations improvements and additions and restore the Demised Premises to the same good order and condition in which it was at the commencement of this Lease- Should Tenant fail to do so, Landlord may do so, collecting, at Landlord's option, the cost and expense thereof from the Tenant as Additional Rent 16 COVENANTS OF TENANT a. Tenant covenants and agrees that it will perform all agreements herein expressed on its part to be performed, and that it will promptly, upon receipt of written notice of non-perfomlance thereof, except for non- payment of Rent more than twice in any calendar year for which no subsequent notice is required, comply with the requirements of such notice within ten (10) days. Landlord shall have the right but not the obligation, upon ten (10) days prior written notice to Tenant (or without notice in case of emergency or in order to avoid any fine, penalty, or cost which may otherwise be imposed or incurred), to make any payment or perform any act required of Tenant under any provision in this Lease, and in exercising such right, to incur necessary and incidental costs and expenses, including reasonable attorney's fees. All payments made, and all costs and expenses incurred in connection with Landlord's exercise of the rights set forth herein, shall be reimbursed by Tenant within ten (10) days after receipt of a bill setting forth the amounts so expended, together with a service charge of fifteen (15%) percent of such amounts expended, as Additional Rent. b. Tenant shall comply with any and all requirements of any public authorities, state or federal statutes, local laws, ordinances, or regulations and any matters of record including, but not limited to all maintenance, operation and/or operation easement agreements affecting the Demised Premises, Common Areas or the Retail Area, applicable to Tenant or to the Demised Premises, and Tenant agrees to indemnify and hold Landlord harmless from penalties, fines, costs, expenses or damages resulting from Tenant's failure to do so. Landlord shall comply with any and all requirements of any public authorities, state or federal statutes, local laws, ordinances, or regulations Epoch LV-YogaFit Lease (LL 8-2616) 6 and any matters of record including, but not limited to all maintenance, operation and/or operation easement agreements affecting the Common Areas. C, Tenant shall comply with all reasonable rules and regulations of Landlord in effect at the time of the execution of this Lease or at any time or times, and from time to time promulgated by Landlord, as Landlord In its reasonable discretion shall deem necessary in connection with the Demised Premises, the Retail Area or the building of which the Demised Premises are a part. A copy of the Rules and Regulations are attached hereto as Exhibit "F". d Tenant shall be responsible for and pay before delinquency all municipal, county or state taxes assessed during the term of this Lease against any leasehold interest or personal property of any kind, owned by or placed in, upon or about the Demised Premises by Tenant 17. SIGNS Tenant will not exhibit, inscribe, paint or affix any sign, (neon or otherwise), advertisement, film, window tinting or graphics, notice or other lettering on any part of the outside of the Demised Premises or in the windows of the Demised Premises, or on the building of which the Demised Premises are a part, or inside the Demised Premises if visible from the outside, without first obtaining Landlord's written approval thereof, not to be unreasonably withheld or delayed. Tenant shall comply with Landlord's Uniform Sign Plan attached hereto as Exhibit "E", as may be amended from time to time, with respect to any signage installed within the Demised Premises or upon the Retail Area. Tenant further agrees to maintain such sign, lettering, etc., as may be approved by Landlord in good condition and repair at all times. Tenant, upon expiration or termination of this Lease, shall remove all signs installed from the demised Premises, including all outside signage. 16. RIGHTS OF LANDLORD Landlord reserves the following rights with respect to the Demised Premises: a. Upon at least twenty-four (24) hours prior notice to Tenant (except in the event of an emergency when no prior notice is required), by itself or its duly authorized agents, to go upon and inspect the Demised Premises and every part thereof and at its option to make repairs, alterations and additions to the Demised Premises or the building of which the Demised Premises are a part. b. To display a "For Rent" sign after notice from either party of intention to terminate this Lease, or at any time within six (6) months prior to the expiration of this Lease. All of such signs shall be placed upon such part of the Demised Premises as Landlord shall require, except on display windows or door leading into the Demised Premises. Prospective purchasers or tenants authorized by Landlord may inspect the Demised Premises at reasonable hours at any time. C- To collect all renis, as well as any Additional Rent and any other charges due Landlord by Tenant, from any receiver, debtor in possession, or trustees which may be appointed for the account of Tenant. d. Tenant agrees that Landlord shall have the right to relocate the Tenant to a different location within the Retail Area provided that: Landlord gives Tenant sixty (60) days prior written notice; ii. Base Rent and those components of Additional Rent which are based on square footage shall be adjusted to reflect the square footage of the relocation premises, provided, however, in no event shall (A) the relocation premises be less than 1,700 square feet, and (B) Tenant be required to pay Rent on more than 1,726 square feet, even if the relocation premises is larger than 1,726 square feet iii. Landlord shall provide improvements within the relocation premises substantially the same as the Demised Premises, iv. Landlord reimburses Tenant for the reasonable and actual expenses associated with the relocation upon Landlord's receipt of invoices evidencing the same, V. The terms and conditions of this Lease shall remain unchanged unless otherwise agreed by the parties, and vi. Landlord shall use its best efforts to minimize and/or avoid any disruption and/or suspension of Tenant's operations during the relocation. e. To redevelop the Retail Area either in whole or the majority of the land or buildings comprising the Retail Area, and if so, Landlord may terminate this Lease on a date certain provided that Landlord gives Tenant no less than twelve (12) months prior written notice of the termination of this Lease. 19. DAMAGE TO PREMISES If, during the Term hereof, the Demised Premises are damaged by reason of fire or other casualty, Tenant shall give immediate written notice thereof to Landlord. Subject to the prior rights of any mortgagee, Landlord shall restore the Demised Premises to substantially the same condition they were in immediately before said destruction. If, in Landlord's reasonable opinion, the restoration can be accomplished within one hundred eighty (180) days following issuance of a building permit for reconstruction (of which Landlord shall use diligent efforts to obtain), such destruction shall not terminate this Lease, and this Lease shall continue in full force and effect. If, in Landlord's reasonable opinion, (i) the restoration cannot be performed within such 180 -day period or (ii) such damage is not covered by insurance carred by Landlord or if Landlord's mortgagee does not make sufficient insurance proceeds available for full and complete restoration, Landlord may terminate this Lease upon ten (10) days written notice to Tenant. Rent shall be abated during the period in which the Demised Premises (or portion thereof on a prorated basis) are rendered untenantable as a result of such damage. Should Landlord elect to terminate this Lease, the entire insurance proceeds shall be and remain the outright property of Landlord, subject to the prior rights of any Epoch LV-YogaFit Lease (LL 8-26-16) mortgagee and except any proceeds received from Tenant's insurance for Tenant's property, or proceeds received from Tenant's business interruption insurance, if any. In the event that 50% of more of the gross leasable area of the Retail Area has been damaged or destroyed by fire or other casualty regardless of the extent of damage or destruction of the Demised Premises, Landlord shall have the right to terminate this Lease provided that notice thereof is given to Tenant not later than ninety (90) days after such damage or destruction. 20. INDEMNIFICATION, PUBLIC LIABILITY INSURANCE OTHER INSURANCE a. Indemnification. i. Tenant shall indemnify and save harmless Landlord and Landlord's managing agent from and against all claims of whatever nature arising from any act, omission or negligence of Tenant, or Tenant's contractors, licensees, invitees, agents, servants, or employees, or arising from any accident, injury, or damage whatsoever caused to any person, or to the property of any person, or from any violation of applicable few. This indemnity and hold harmless agreement shall include indemnity against all costs, expenses and liabilities incurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof and shall survive the expiration or earlier termination of this Lease b. Insurance. Throughout the Lease Tenn, Tenant shall, at its sole cost and expense, maintain in full force and effect the following types and amounts of insurance coverage: I, Liability Insurance. Tenant shall provide and keep in full force and effect a policy or policies of business automobile liability insurance for owned, hired and non -owned vehicles, in an amount of not less than $1,000,000.00, and commercial general liability (including contractual) and property damage insurance with each providing coverage against liability for personal injury, death and property damage having a combined single limit of not less than One Million Dollars ($1,000,000.00) with respect to injuries, deaths or damage in any one occurrence, $2,000,000.00 general aggregate and $2,000,000.00 completed operations aggregate, combined with umbrellalexcess liability coverage of $5,000,000.00 each occurrence/aggregate. Said insurance, and any and all other liability insurance maintained by Tenant in excess of or in addition to that required hereunder, shall include, without limitation, protection for, and, in addition to Tenant, shall name as an additional insured, any property owner's association of which Landlord gives notice to Tenant, Landlord, its managing agent, and any lender or ground landlord hereafter holding any interest in Retail Area, the effect of which will insure such parties in respect of any and all loss or liability resulting from personal injury, death or property damage arising or occurring upon, or in connection with, or by reason of the use and occupancy of the Demised Premises or the operation of the business conducted by Tenant within and from the Demised Premises- Landlord reserves the right to specify higher liability limits or additional insurance coverage from time to time to meet reasonably anticipated loss exposure, or to reflect changes in the value of the Demised Premises. ii Workers' Compensation Insurance. Tenant shall provide and keep in full force and effect workers' compensation insurance, in a form and with coverage limits not less than as prescribed try the laws of the State of Florida, and employers' liability insurance in the minimum amount required by law. iii. Property Damage Insurance. Tenant shall provide and keep in full force and effect a policy of 'All Risk' Insurance (as understood in the insurance industry) including fire and extended coverage insurance in an amount adequate to cover the replacement cost of Tenant's Work and all other interior improvements made by Tenant in the Demised Premises and Tenant's trade fixtures, inventory and other contents located in the Demised Premises from time to time covering loss occasioned by fire, vandalism, malicious mischief, sprinkler leakage and other hazards and/or casualties including special extended coverage and said insurance shall include coverage against water damage to the contents of the Demised Premises and personal property of Tenant including all of Tenant's personal property whether affixed or non -affixed to the Demised Premises. IV. Business Interruption Insurance. Tenant shall provide, keep and maintain business interruption insurance in amounts sufficient to prevent Tenant from becoming a coinsurer thereof, and insuring that the Rent will be paid to Landlord for a period of at least one (1) year following any fire or other casualty, the elements, civil commotion or riot, or any other cause, whether insured or uninsured. Such business interruption insurance shall contain standard fire and extended coverage insurance with vandalism and malicious mischief endorsements V. Plate Glass Insurance. Tenant shall keep and maintain in force during the Term hereof, plate glass insurance (or as may be covered under Tenant's Property Damage insurance policy) upon windows and doors in the Premises in amounts which reasonably assure that there will be sufficient proceeds to replace all plate glass in the windows and doors in the Premises. vi. Other Insurance. Such other insurance and in such amounts as may be required by Landlord against other insurable hazards (including environmental hazards) as at the time are commonly insured against by prudent owners of comparable business operations. All insurance policies required to be carried by Tenant as provided in this Section 20 shall be issued by fiscally responsible insurance companies (having a Best Rating of not less than A+VIII) authorized and licensed to do business in the State of Florida and shall be for periods of not less than one year. Tenant shall renew the same at least thirty (30) days prior to the expiration thereof. All such policies shall include the insurer's unconditional agreement to provide not less than thirty (30) days' written notice to Landlord prior to any cancellation thereof or any change reducing coverage thereunder. 21 WAIVER OF CLAIMS Tenant waives all claims it may have against Landlord for damage to property sustained by Tenant or resulting from any accident within the Retail Area, resulting directly or indirectly from any act or omission of Landlord or resulting from any peril required to be insured against under this Lease, regardless of cause or origin. All property belonging to Tenant that is in the Demised Premises will be there at the risk of Tenant only, and Landlord will not be liable for damage to or theft of or misappropriation of such property, nor for any damage to property resulting from Epoch LV-YogaFft Lease (LL 6-26-16) any causes whatsoever. Tenant will give prompt written notice to Landlord in the manner provided in this Lease in case of fire or accidents in the Demised Premises or in the Retail Area. Tenant agrees to include in the insurance policies which Tenant is required by this Lease to carry in accordance with Section 20 above, to the fullest extent permitted by law, a waiver of subrogation against Landlord and Landlord's managing agent. Landlord will not be required to maintain insurance against thefts within the Demised Premises or the Retail Area. 22. TRADE FIXTURES All trade fixtures installed by Tenant in the Demised Premises shall remain the property of Tenant and shall be removable at the expiration or earlier termination of this Lease or any renewal or extension thereof, provided Tenant shall not at such time be in default under any covenant or agreement contained in this Lease; and provided further that in the event of such removal, Tenant shall promptly restore the Demised Premises to their original order and condition. Lighting fixtures, flooring, plumbing fixtures and air conditioning equipment, whether or not installed by Tenant, shall not be removable at the expiration or earlier termination of this Lease or at the expiration of any renewal or extension thereof, and shall become the property of Landlord. The foregoing provisions are subject to that certain Addendum to Lease No. 2 attached hereto. 23 ASSIGNING, MORTGAGING, SUBLETTING a. Tenant agrees not to assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the whole or any part of the Demised Premises, or permit the use of the whole or any part of the Demised Premises by any licensee, franchisee or concessionaire, without first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld. Landlord's consent to any such assignment, sublease or use will not be deemed a consent to any subsequent assignment, sublease or use. Tenant agrees that, in the event of any such assignment, subletting, licensing or granting of a concession made with the written consent of Landlord as aforesaid, it will nevertheless remain liable for the performance of all of the terms, conditions and covenants of this Lease. If Tenant is a corporation, and if control thereof changes (defined as 51% or more of the stock or assets of Tenant) at any time during the Term hereof, Landlord, at its option, may, by giving sixty (60) days prior written notice to Tenant, declare such change a breach of this Lease. If Tenant requests Landlord's consent to any assignment or sublease, Tenant shall pay to Landlord, on demand, an administrative fee of $1,000.00 and will reimburse Landlord for all of Landlord's reasonable attorneys' fees and costs associated with Landlord's consent. Any transfer by Tenant in violation of this article shall, at Landlord's option, be void. b. Notwithstanding the foregoing, Tenant shall have the right to assign or sublet the Lease to (i) a subsidiary, parent or affiliate under common control with Tenant, or (ii) bona fide franchisee of YogaFit Franchising, LLC, provided, however, neither Tenant nor any guarantor shall be relieved of their responsibilities and obligations under the Lease and Guaranty. All other assignments or subleases shall be subject to Landlord's reasonable consent. 24. SUBORDINATION a. Tenant does hereby subordinate its rights hereunder to the lien of any mortgage, ground lease, or any other method of financing or refinancing now or hereafter placed against the land and/or the Demised Premises and/or any or all of the buildings now or hereafter built or to be built in the Retail Area by Landlord. Tenant further agrees that it shall attom to any such lender (or purchaser at foreclosure) or ground lessor upon such lender's or ground lessor's succession (or the succession of any purchaser at the sale of all or any part of the Retail Area on a foreclosure or deed In lieu of foreclosure) to Landlord's interest hereunder, whether by means of foreclosure, deed in lieu of foreclosure or otherwise. This Section shall be self -operative and no further instrument of subordination or attomment shall be required. Tenant further agrees, however, that it will enter into and execute all documents which any mortgagee or any ground lessor may reasonably request Tenant to enter into and execute, including, but not limited to, a subordination, and attomment agreement, and/or a new lease for the remainder of the Term hereof on the terms and conditions set forth herein. b If Landlord's Mortgagee shall succeed to the interest of Landlord under this Lease, Landlord's Mortgagee shall not be: (1) liable for any act or omission of any prior lessor (including Landlord); (2) bound by any Rent or Additional Rent or advance rent which Tenant might have paid for more than the current month to any prior lessor (including Landlord), and all such rent shall remain due and owing, notwithstanding such advance payment; (3) bound by any security or advance rental deposit made by Tenant which is not delivered or paid over to Landlord's Mortgagee and with respect to which Tenant shall look solely to Landlord for refund or reimbursement; (4) bound by any termination, amendment or modification of this Lease made without Landlord's Mortgagee's consent and written approval, except for those terminations, amendments and modifications permitted to be made by Landlord without Landbid's Mortgagee's consent pursuant to the terms of the ban documents between Landlord and Landlord's Mortgagee, (5) subject to the defenses which Tenant might have against any prior lessor (including Landlord); and (6) subject to the offsets which Tenant might have against any prior lessor (including Landlord). Landbrd's Mortgagee shall have no liability or responsibility under or pursuant to the terms of this Lease or otherwise after it ceases to own an interest in the Retail Area. 25. EVENTS OF DEFAULT The occurrence of any of the following shall constitute an event of default hereunder by Tenant ('Event of Default"): a. Failure of Tenant to pay when due any installment of Rent or any other sum herein required to be paid by Tenant within three (3) days of after written notice and demand (except that no prior notice and demand is required more than two (2) times in any calendar year b. Tenant's failure to perform any covenants or conditions of this Lease within ten (10) days after written notice and demand. C. Discontinuance by Tenant of the conduct of its business in the Demised Premises beyond the ten (10) consecutive day period referenced in Section 5d above or abandonment of the Demised Premises by Tenant, Epoch LV-YogeFlt Lease (LL 8-26-16) 9 d. The filing of any Petition for Bankruptcy under the United States Bankruptcy Code or the filing of an Assignment for Benefits of Credits under Chapter 727, Florida Statutes, by Tenant or any Guarantor, e. The death, disability or incapacity of any Guarantor, provided, however, in the event Tenant is current on Rent and other sums herein required to be paid by Tenant, and is not in default of any other of its obligations under this Lease, Tenant shall have one hundred and eighty (180) days to find a Guarantor acceptable to Landlord in Landlord's sole discretion prior to such default. 26. RIGHTS OF LANDLORD UPON DEFAULT BY TENANT a. In the event Tenant is in default under this Lease as provided in Section 25 above, Landlord may elect, in addition to any and all remedies provided by Florida Law, any or all of the following remedies, which are cumulative: i. Termination of Lease. By written notice to Tenant, designate a date upon which the Lease shall terminate ('Termination Date'), and thereupon, on the Termination Date, this Lease and all rights of Tenant hereunder shall terminate. Such termination by Landlord shall not affect the obligations of Tenant arising under the Lease prior to the Termination Date or the other remedies of Landlord provided in this Lease ii. Termination of Tenant's Possession. Landlord may elect to terminate Tenant's possessory rights, without terminating the Lease, and upon such election, Tenant and any subtenants, licensees or assignees of Tenant) shall surrender the Demised Premises to Landlord, and Landlord, at any time after such termination, may, without further notice, reenter and repossess the Demised Premises without being liable for any prosecution or damages therefore, and no person claiming through or under Tenant or by virtue of any statute or of any order of any court shall be entitled to possession of the Demised Premises. At any time or from time to time after any such termination of Tenant's possession, Landlord may, but shall have no duty to, attempt to relet the Demised Premises or any part thereof, in the name of Landlord or otherwise, for such term or terms and on such conditions as Landlord, in its sole discretion, may determine, and may collect and receive the rents therefore The termination of Tenant's possession of the Demised Premises shall not relieve Tenant of its liability and obligations under this Lease, including the obligation to pay Rent, and such liability and obligations shall survive any such termination. Any Rent or other monetary obligation of Tenant that has been abated, deferred or forgiven by Landlord in this Lease or any amendment thereto, and the unamortized cost of all Tenant Improvements provided or paid for by Landlord (if any), shall immediately become due and payable upon the occurrence of an Event of Default by Tenant under this Lease. If Landlord, at its option shall relet the Demised Premises during said period, Landlord shall credit Tenant with the net rents received by Landlord from such reletting, such net rents to be determined by first deducting from the gross rents, as and when received by Landlord, the expenses incurred or paid by Landlord in terminating this Lease and in securing possession thereof, as well as the expenses of reletting, including, without limitation, the alteration and preparation of the Demised Premises for replacement tenants, brokers' commissions. any tenant concession or improvement allowance provided for any replacement tenants, attomeys' fees and all other expenses property chargeable against the Demised Premises and the rental therefrom. Tenant shall have no entitlement to any rents received by Landlord from a third party which is in excess of Tenant's remaining Rent obligation to Landlord. b. Landlord may, whether this Lease or Tenants possession of the Demised Premises is terminated or not, recover damages from the Tenant in accordance with either of the following provisions: 1. Acceleration. The present value of the entire amount of the Rent, inclusive of Base Rent and Additional Rent, which would become due and payable during the remainder of the Term of this Lease Such present value shall be determined utilizing a discount rate of eight percent (8%). or ii. Sums equal to the Rent which would have been payable by Tenant in accordance with the Lease, payable upon the due dates as set forth in the Lease, through the Expiration Date of this Lease. C. Tenant waives any right of redemption to which it Is otherwise entitled. Tenant further agrees not to interpose any counterclaim whatsoever in any action brought by Landlord which seeks possession of the Demised Premises Tenant hereby waives any right to trial by fury in any action or proceeding brought by either Landlord or Tenant in any respect whatsoever arising out of this Lease or in any way connected with the parties' Landlord/Tenant relationship and/or Tenant's use and occupancy of the Demised Premises. d. If Landlord terminated this Lease or Tenants right to possession, Landlord shall use reasonable efforts to mitigate Landlord's damages to the extent required by applicable law. If Landlord has not terminated this Lease or Tenants right to possession, Landlord shall have no obligation to mitigate under any circumstances and may permit the Premises to remain vacant or abandoned. If Landlord is required to mitigate damages: (i) Landlord shall be required only to use reasonable efforts to mitigate, which shall not exceed such efforts as Landlord generally uses to lease other properties owned by Landlord in the greater Boynton Beach, Florida geographic area, (ii) Landlord will not be obligated to lease the Premises (w) for less than fair market value or for a term of less than three (3) years, (x) for a use which would violate any then -existing use restrictions applicable to the Premises, or (y) to tenants which do not have the financial capacity to meet all of their financial obligations as such obligations become due, and (iii) any failure to mitigate as described herein with respect to any period of time shall only reduce the Rent and other amounts to which Landlord is entitled hereunder by the reasonable rental value of the Premises during such period. In recognition that the value of the Premises depends on the rental rates and term of lease therein, Landlord's rejection of a prospective replacement tenant based on an offer of rentals below Landlord's published rates for new leases of comparable space at the Retail Area at the time in question, or at Landlord's option, below the rates provided in this Lease, or containing terms less favorable than those contained herein, shall not give rise to a claim by Tenant that Landlord failed to mitigate Landlord's damages. 27. LANDLORD'S LIEN Landlord agrees to subordinate its statutory Landlords Lien to any third party institutional lender where the proceeds of the loan shall be utilized by the Tenant in its purchase of furniture, fixtures and Epoch LV-YogaFit Lease (LL 8-26-16) 10 equipment for the Premises, subject to execution of a customary lien subordination agreement by Tenant Tenant's lender and Landlord. 28. WAIVER The waiver of performance of any covenant, term or condition of the Lease by Landlord or Tenant shall not be construed as a waiver d any subsequent breach of the same covenant term or condition. The various rights, options, elections, powers and remedies of the parties contained in the Lease shall be construed as cumulative and no one of them exclusive of any other or of any legal or equitable remedy which either party might otherwise have in the event of a breach by the other, and the exercise of one right or remedy by a party shall not in any way impair its rights to any other right or remedy. 29. SURRENDER AND HOLDING OVER Tenant, upon expiration or termination of this Lease, either by lapse of time or otherwise, agrees peaceably to surrender to Landlord the Demised Premises in "broom clean" condition and in good repair. Should Tenant hold over and remain in possession of the Demised Premises at the expiration of any Term hereby created, Tenant shall, by virtue of this Section, become a tenant -at -sufferance and shall pay Landlord 150% the Rent per month of the last monthly installment of Rent above provided to be paid. Nothing herein shall be deemed to permit Tenant to retain possession of the Demised Premises after the expiration of or earlier termination of this Lease. Tenant will pay to Landlord, upon request, all damages that Landlord may suffer on account of Tenants failure to surrender possession of the Demised Premises as required under this Lease upon the expiration or termination of this Lease and will indemnify Landlord against all liabilities, costs and expenses (including all reasonable attorneys' fees and costs) arising out of Tenant's delay in so delivering possession, including claims of any succeeding tenant 30. ADDITIONAL CONSTRUCTION Landlord hereby reserves the right at any time and from time to time to make alterations or additions to, and to build additional stories on, the building in which the Demised Premises are contained. Landlord also reserves the right to construct other or to add to other buildings or improvements in the Retail Area, and to permit others to do so from time to time. The foregoing shall include Landlord's right to acquire additional land within which to expand the Retail Area. 31. CONDEMNATION Tenant hereby waives any loss or damage to Tenant or right to claim any part of the award as the result of the exercise of the power of eminent domain of any governmental body. Wherever in this Lease it shall be required or permitted that notice or demand be given or served by either party to this Lease to or on the other, such notice or demand shall not be deemed to have been duty given or served unless in writing and either personally delivered, via overnight mail delivery or forwarded by certified mail, postage prepaid, addressed: TO LANDLORD AT: Las Ventanas Accounting Go Epoch Management 359 Carolina Avenue Winter Park, FL 32789 TO TENANT AT: See Section 1(C) With a copy to: Scott A. Cookson, Esq. Shuffield, Lowman & Wilson, P.A. 1000 Legion Place, Suite 1700 Orlando, FL 32801 Such addresses may be changed from time to time by either party serving notices as above provided 33. SUCCESSORS AND ASSIGNS All rights, obligations and liabilities herein given to or imposed upon the respective parties hereto shall extend to and bind the several and respective heirs, executors, administrators, trustees, receivers, successors, subtenants and assigns of said parties, subject to the provisions of Section 23; and if there shall be more than one Tenant, they shall all be bound jointly and severally by the terms, covenants and agreements herein and the word "Tenant" shall be deemed and taken to mean each and every person or party mentioned as a Tenant herein, be the same one or more, and If there shall be more than one Tenant, any notice required or permitted by the terms of this Lease may be given by or to any one thereof, and shall have the same force and effect as if given by or to all thereof. No rights, however, shall inure to the benefit of any assignee of Tenant unless the assignment to such assignee has been approved by Landlord in writing as aforesaid. 34. QUIET ENJOYMENT Upon payment by Tenant of the rents herein provided, and upon the observance of all the covenants, terns and conditions on Tenant's part to be observed and performed, Tenant shall peaceably and quietly hold and enjoy the Demised Premises for the Term or any renewal terms hereof without hindrance or interruption by Landlord or any other person or persons lawfully or equitably claiming by, through or under the Landlord, subject, nevertheless, to the terms and conditions of this Lease. 35. BROKERS Landlord and Tenant covenant, warrant and represent that CBRE, Inc. and Investment Management Associates (hereinafter "Brokers`) were instrumental in bringing about or consummating this Lease. Further, neither Epoch LV-YogaFit Lease (LL 8-26-16) 11 Landlord nor Tenant has had any conversations or negotiations with any broker except the Brokers oonceming the leasing of the Demised Premises, Both parties agree to indemnity the other against and from any claims for any brokerage commissions (except those payable to Brokers) and all costs, expenses and liabilities in connection therewith, including, without limitation, reasonable attorneys' fees and expenses, for any breach of the foregoing representation. Landlord shall pay all brokerage commissions due Brokers in accordance with a separate agreement between Landlord and Brokers. 36 EXCULPATION Tenant agrees that it shall look solely to the estate and property of the Landlord in the land and building comprising the Retail Area of which the Demised Premises are a part for the collection of any judgment (or any other judicial process) requiring the payment of money by Landlord in the event of any default or breach by Landlord with respect to any of the temps, covenants and conditions of this Lease to be observed and perforated by Landlord and no other property or estates of Landlord shall be subject to levy, execution or other enforcement procedures for the satisfaction of Tenant's remedies. 37.. CAPTIONS Any headings preceding the text of the several paragraphs and subparagraphs hereof are inserted solely for the convenience of reference and shall not constitute a part of this Lease, nor shall they affect its meaning, construction or effect 38. INTENTIONALLY OMITTED 39. FORCE MAJEURE If the performance by either of the parties of its obligations under this Lease (excluding monetary obligations) is delayed or prevented in whole or in part by any law, rule, regulation, order or other action adopted or taken by any federal, state or local governmental authority (and not attributable to an act or omission of said party), or by any Acts of God, fire or other casualty, floods, storms, hurricanes, explosions, accidents, epidemics, war, civil disorders, strikes or other labor difficulties, shortages or failure of supply of materials, labor, fuel, power, equipment, supplies or transportation, or by any other cause not reasonably within said party's control, whether or not specifically mentioned herein, said party shall not be deemed to be in default hereunder with respect thereto unless such party fails to promptly remedy such lack of performance immediately following the end of such event of force majeure 40. TIME IS OF THE ESSENCE Time is of the essence in the performance of each provision of this Lease Agreement. CAPACITY TO EXECUTE LEASE If Tenant is other than a natural person, Tenant represents that it is legally constituted, in good standing and authorized to conduct business in the State of Florida. Tenant further represents that the person who is executing this Lease on its behalf has the full power and authority to perform such execution and deliver the Lease to Landlord. 42, CHOICE OF LAW This Lease Agreement shall be construed in accordance with the laws of the State of Florida, as may be amended from time to time. Venue for any action between the parties shall only be in the county in which the Retail Area is located or Palm Beach County, Florida. 43 RADON GAS Tenant is hereby advised that radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida- Additional information regarding radon and radon testing may be obtained from your county public health unit. The foregoing disclosure is provided to comply with state law and is for informational purposes only. Landlord has not conducted radon testing with respect to the Building and specifically disclaims any and all representations and warranties as to the absence of radon gas or radon producing conditions in connection with the Building and the Demised Premises. 44. LANDLORD'S ACCEPTANCE The submission of the Lease to Tenant by Landlord is done solely for Tenant's consideration and shall not be deemed acceptance of the Lease terms by Landlord. Upon signing of the Lease by Tenant and submission to Landlord, this Lease shall be considered an offer only and shall have no binding effect, nor shall Landlord's depositing of Tenant's security deposit be considered acceptance of this base. Only upon full agreement by both parties of all terms, proper execution of this Lease by Tenant and Landlord, delivery of the (i) fully executed Personal Guaranty in the form attached hereto as Exhibit "D", and (ii) Tenant's Security Deposit clearing the bank and the return to Tenant of an executed original Lease, shall this Lease be considered binding. 45. SUPPLEMENTAL CODE COMPLIANCE PROVISION Notwithstanding anything contained in this Lease to the contrary, Landlord shall not be obligated to comply with any codes or other legal requirements currently in effect or hereafter promulgated by the governing authorities 9 Landlord would not otherwise be required to comply as a result of the existence of Demised Premises prior to the effective date of such code or legal requirement (i.e. 'grandfathered'. Furthermore, Landlord may withhold its consent to, or prohibit Tenant from making any alterations if such alterations would cause Landlord to lose such 'grandfathered' exemption from code or other legal requirements or, if the loss of such exemption would cause Landlord to incur costs in excess of $500.00 46. ENVIRONMENTAL Epoch LV-YogaFit Lease (LL 8-26-16) Tenant shall not cause or permit any Hazardous Substance to be used, stored, generated, or disposed of on, in or about the Demised Premises except in accordance with applicable legal requirements, without obtaining Landlord's prior written consent, which consent may be withheld in Landlord's sole discretion. Tenant shall indemnify and hold harmless Landlord from any claim or loss arising from a breach of this Section. Without limitation, of the foregoing, if Tenant causes the presence of any Hazardous Substance on, in or about the Demised Premises, except in accordance with applicable legal requirements or with Landlord's consent that results in contamination, Tenant, at its sole expense and with Landlord's prior written approval of any remedial action, shall promptly take any and all necessary actions to return the Demised Premises or the Common Area, as the case may be, to the same condition that existed prior to the presence of any such Hazardous Substance on, in or about the Demised Premises. Landlord represents and warrants to Tenant that to Landlord's knowledge the Demised Premises, as of the date of execution of this Lease, is free from any Hazardous Substance. Landlord shall not cause or permit any Hazardous Substance to be used, stored, generated, or disposed of on, in or about the Common Areas except in accordance with applicable legal requirements. 47. ESTOPPEL CERTIFICATES Tenant agrees, at any time and from time to time as requested by Landlord, to execute and deliver to Landlord a statement (commonly referred to as an Estoppel Certificate) certifying that this Lease in unmodified and in full force and effect (or if there have been modifications, that the same are in full force and effect as modified and stating the modifications). Tenant also shall include in any and such statements such other information concerning this Lease as Landlord, it mortgages(s) or purchaser may request. In the event Tenant fails to comply with this Section, such failure shall oonstiWte a material breech of the Lease. In addition to any other remedy available to Landlord, Landlord may execute said document for and on behalf of Tenant as Tenant's attomey-in-fact. In acknowledgment thereof, Tenant hereby appoints Landlord as it is attorney-in-fact solely to execute any instrument required to carry out the intent of this Paragraph 47. 48. FINANCIAL STATEMENTS Prior to the Commencement Date, and thereafter throughout the term of this Lease, Tenant and Guarantors shall provide Landlord, within ten (10) days of Landlord's request therefore, the most current and complete financial statement of Tenant and Guarantors, including, but not limited to, its balance sheet and profit and loss statement, and a statement of gross sales from the Demised Premises certified by an officer of Tenant. 49. ENTIRE AGREEMENT This Lease constitutes the entire understanding between the parties and shall bind the parties, their successors and assigns. No representations, except as herein expressly set forth, have been made by either party to the other. All negotiations and oral agreements acceptable to both parties are included herein; and unless reduced to writing in this Lease, no oral representations will be held to be true or accurate, and may not be relied upon by Tenant for any reason. This Lease cannot be amended or modified except in writing, signed by Landlord and Tenant, 50. ERISA Tenant hereby represents and warrants to Landlord that (i) Tenant is not a "party in interest' (within the meaning of Section 3(14) of the Employee Retirement Income Security Act of 1974, as amended) or a 'disqualified person' (within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended) with respect to any retirement or pension plan of The Prudential Insurance Company of America, and (i) no portion of or interest in the Lease will be treated as a "plan asset" within the meaning of Regulation 29 CFR Section 2510.3-101 issued by the Department of Labor. 51. PATRIOT ACT Tenant hereby represents and warrants that neither Tenant, nor any persons or entities holding any legal or beneficial interest whatsoever in Tenant, are (i) the target of any sanctions program that is established by Executive Order of the President or published by the Office of Foreign Assets Control, U.S. Department of the Treasury ("OFAC'); (ii) designated by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App. § 5, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56, Executive Order 13224 (September 23, 2001) or any Executive Order of the President issued pursuant to such statutes; or (iil) named on the following list that is published by OFAC: 'List of Specially Designated Nationals and Blocked Persons' (collectively "Prohibited Persons'). If the foregoing representation is untrue at any time during the Lease Term (or any extensions thereof), a default under the Lease will be deemed to have occurred, without the necessity of notice to Tenant. To the best of Tenant's knowledge, Tenant is not currently engaged in any transactions or dealings, or otherwise associated with any Prohibited Persons in connection with the use or occupancy of the Demised Premises or Retail Area. Tenant will not during the Tenn of this Lease, engage in any transactions or dealings, or otherwise be associated with any Prohibited Persons in connection with the use or occupancy of the Demised Premises or Retail Area. [Signatures Appear on Following Page] Epoch LV-YogaFit Lease (LL 8-26-16) 13 IN WITNESS WHEREOF, Landlord and Tenant have executed hereinbelow. Signed, sealed and delivered in the presence of: Nam TENANT SEOUL SISTERS YOGA, INC., a Florida corporation, d/b/a YOGAFIT By: Title: Date: LANDLORD LAS VENTANAS AT BOYNTON BEACH, LTD., a Florida limited partnership By: EPI -Boynton Equity, Inc., a Florida Corporation, its General Partner Printed Name By: McCarley Davis, Vice President LLV�L-46-* i rtnted ame Data: L{ Epoch LV-YogaFlt Lease (LL 6.19.16) Epoch LV-YogaFit Leese (LL 6-26-16) 14 TABLE OF EXHIBITS Rider #t Addendum to Lease Exhibit A Site Plan Exhibit B Intentionally Omitted Exhibit C Use Restrictions Exhibit D Personal Guaranty Exhibit E Uniform Sign Plan Exhibit F Rules and Regulations Addendum to Lease No. 2 TABLE OF EXHIBITS RIDER NO 1 ADDENDUM TO LEASE This Addendum is incorporated into and becomes an integral part of that certain Lease Agreement between Landlord and Tenant, which is being executed contemporaneously Any provision set forth in this Addendum shall prevail over conflicting provisions contained in the Lease Year Base Ran P. .F. Monthly Rent Annual Base Rant 1 $ 18.00 $2,589.00 $ 31 068.00 2 $ 18.00 $ 2 589.00 $ 31,D68.00 3 $ 18.54 $2,666.67 $ 32 000.04 4 $ 19.10 $2,746.67 $ 32,9W.04 5 $ 19.67 $ 2,829.07 $ 33,948.84 6 $ 20.26 $ 2,913.94 $ 34,967.31 7 $ 20.87 $ 3,091.40 $ 36,016.33 8 $ 21.50 $ 3,092.41 $ 37,109.00 ABATED RENT: Provided Tenant is not in default and has complied with all terms and conditions of this Lease, beginning on the Rent Commencement Date, the first four (4) months of Base Rent shall be abated. Beginning on the fifth (5") month following the Rent Commencement Date, Tenant shall resume paying full Base Rent. During this four-month period, Tenant shall pay all other charges due (Common Area Charges, Retail Area Expenses, insurance, real estate taxes, etc.). The entire Base Rent otherwise due and payable for this four months in which Base Rent was abated, shall become Immediately due and payable upon the occurrence of an event of default by Tenant under this Lease which remains uncured beyond any applicable notice and cure period. EXCLUSIVE: Provided Tenant is not then in default beyond any applicable cure period, Landlord agrees that it will not enter into any other lease in the Retail Area, which lease shall permit, as a principal business, the operation of a yoga or pitates studio or center. This Exclusive shall not apply to any existing tenants or their successors or assigns. Tenant acknowledges and agrees that the exclusive use right Is only for the operation of a yoga or pilates studio and center, and that other tenants may offer some of the same services and products as Tenant, including personal training, massage, tanning and the sale of supplements. This exclusive shall become null and void if: (a) Tenant defaults under this Lease for any reason, and such default continues beyond any applicable notice and cure period; (b) Tenant assigns its rights under this Lease in whole or in part or sublets any portion of the Demised Premises other than to a franchisee of YogaFit Franchising, LLC; (c) The Tenant or the entity signing the Lease changes, through sale, transfer of stock or any legal proceedings and the new Tenant is not a ; a franchisee of YogaFit Franchising, LLC or (d) The Demised Premises are no longer being used primarily or the principal use or which this exclusive was granted. In the event Tenant reasonably and in good faith believes that there has been a material and substantial violation of this provision, it shall immediately notify the Landlord in writing stating with specificity the nature of the violation of this provision ('Tenant Violation Notice'). Wrthin thirty (30) days from its receipt of the Tenant Violation Notice, Landlord shall, at its sole expense, take commercially reasonable actions (which for purposes hereof shall not require Landlord to file a lawsuit) to seek the termination of the activities which materially and substantially violate this provision. If Landlord fails to secure the termination of the activities which violate this provision within ninety (90) days from its receipt of the Tenant Violation Notice, Tenant's Base Rent shall be reduced by fifty percent (50%) ("Partial Rent Abatement') while such condition materially and substantially continues to exist, but in no event longer than six (6) months from the date the Partial Rent Abatement commences ('Partial Rent Abatement Period'). In addition to the Partial Rent Abatement during the Partial Rent Abatement Period, if the violation continues to remain uncured at the expiration of the Partial Rent Abatement Period, Tenant's Base Rent shall abate in full ('Full Rent Abatement') from that point In time until such time as such noncompliance is cured, but in no event longer than one (1) year from the date the full Rent Abatement commenced ('Full Rent Abatement Perlod'. At the expiration of the Full Rent Abatement Period if the condition giving rise to the Tenant Violation Notice remains unsatisfied, Tenant shall notify Landlord of its election to, and shall either (i) resume the payment of all Base Rent in accordance with the provisions set forth in this Lease; or (ii) terminate the Lease and surrender the Premises in accordance with the requirements of this Lease to Landlord within ten (10) days of the expiration of said Full Rent Abatement Period. Notwithstanding anything contained herein to the contrary: (a) during any Partial Rent Abatement Period or Full Rent Abatement Period, Tenant shall continue to pay all sums (other than Base Rent) due and owing Landlord under this Lease, including, without limitation, Common Area Charges and Tenant's Share of Retail Area Expenses, Taxes and Insurance, (b) in the event that Tenant is in the Partial Rent Abatement Period or Full Rent Abatement Period due to a violation of the exclusive use provision at the time Tenant exercises its renewal option, then oomrnencing on the earlier of the first day of the Renewal Tenn or the expiration of the Partial Rent Abatement Period or Full Rent Abatement Period (as applicable), Tenant shall resume paying full Base Rent and Tenant shall be deemed to have waived its right to the abatement of rent with respect to such violation and (c) Tenant shall have no remedy for a violation of this Section 3, Including but not limited to the right to Partial Rent Abatement, 0 another tenant or occupant of the Retail Area violates a provision of its lease or license agreement regarding its premises, which either does not permit or specifically prohibits the use that violates Section 3 above (a 'rogue tenant), provided Landlord uses good faith efforts to enforce Landlord's rights under such lease or license agreement. Epoch LV-YogeFit Lease (LL 8-26-16) RIDER #1 ADDENDUM TO LEASE EXTENSION OPTION: (a) Landlord Hereby grants Tenant the option to renew (the "Renewal Option") the initial Tenn for one (1) additional term of eight (8) years (the " Renewal Term") commencing as of the date immediately following the expiration of the initial Term. (b) As to the exercise of this Renewal Option by Tenant, the Landlord is materially relying upon the timely exercise of such Option and therefore, time is of the essence. Tenant shall give Landlord written notice (the "Renewal Notice") of Tenant's election to exercise its Renewal Option on or before one hundred eighty (180) days prior to the expiration of the initial Term of the Lease, provided that Tenant's failure to give the Renewal Notice by said date, whether due to Tenant's oversight or failure to cure any existing defaults or otherwise, shall render the Renewal Option null and void, and Tenant shall be deemed to have irrevocably waived its Renewal Option. (c) Tenant shall not be permitted to exercise the Renewal Option at any time during which (i) Tenant is in monetary or material non -monetary default under the Lease, (ii) all or any portion of the Demised Premises is sublet, or the Lease has been assigned by Tenant to anyone other than a bona fide franchisee of YogaFit Franchising, LLC. (d) Tenant shall be deemed to have accepted the Demised Premises in "AS-ISNVHERE-IS" condition as of the commencement of the Renewal Term, it being understood and agreed that Landlord shall have no obligation to renovate or remodel the Demised Premises or any portion of the Project as a result of Tenant's renewal of the Lease. (e) The covenants and conditions of the Lease in force during the initial Tenn shall continue to be in effect during the Renewal Term, except as follows: (i) The "Commencement Date" for the purpose of the Option shall be the first day of the Renewal Term (ii) The Base Rent for the first year of the Renewal Term shall be the greater of (a) the Fair Market Rental Rate for the Demised Premises, as defined below, or (b) 103% of the Base Rent payable for the 12 month period immediately preceding the expiration of the initial Tenn of the Lease. During the Renewal Term, the Base Rent shall be equal to the greater of then current market rental rates (including escalations for successive years of the Renewal Term) for the Demised Premises as deternined by Landlord in its sole, but good faith, judgment or 103% of the Base Rent paid during the last year of the initial Term. In addition to such market rate Base Rent, Tenant shall pay all applicable sales tax on all Base Rent and Additional Rent. The Base Rent for the Renewal Term shall be based upon 100% of the then ourrent'Fair Market Rental Rate" (defined below) for comparable tenants within comparable mixed-use projects in southern Palm Beach County, taking into account all terms and concessions then being offered including but not limited to annual base rent, escalations, concessions, parting rent, and tenant improvement allowances; provided, however, in no event shall the Base Rent during the first year of the Renewal Term be less then 103% of the Base Rent during the last year of the initial Tenn. The term 'Fair Market Rental Rate' for the purposes of this Lease, shall mean the annual amount of Base Rent that a willing, comparable tenant would pay, and willing Landlord of a comparable building in south Palm Beach County would accept at arm's length for comparable amount of space for a comparable period of time determined as follows: within ten (10) business days of Landlord's receipt of Tenant's notice to exercise this Renewal Option, Landlord shall provide Tenant with its determination of the Fair Market Rent Rate. If Tenant disagrees with Landlord's determination of the Fair Market Rent Rate, it shall notify Landlord within ten (10) business days thereafter, both Landlord and Tenant shall each engage the services of an independent third parry broker to determine the Fair Market Rental Rate. If the Fair Market Rental Rates of both brokers are within ten (10%) percent of each other, the average of the two (2) shall be the binding Fair Market Rental Rate. If the Fair Market Rental Rates submitted by the two (2) brokers are not within the ten (10%) percent of each other, the two brokers shall collectively select a third broker to determine the Fair Market Rental Rate and the average of the third (P) broker and the closest other broker's Fair Market Rental Rate shall be the binding Fair Market Rental Rate. All of such brokers shall be licensed in the State of Florida and knowledgeable in rental rates in South Palm Beach County. The costs, if any, associated with the third broker's determination of the Fair Market Rental Rate shall be shared equally between Landlord and Tenant. Pending determination of the Fair Market Rental Rate, the parties will use as provisional Base Rent (the 'Provisional Base Rent*) for the beginning of the Renewal Tenn monthly installments equal to 103% of the Base Rent in effect for the last 12 months of the then expiring initial Term. If Tenant disputes Landlord's determination of Fair Market Rental Rate in accordance with the above procedures, during any period of the Renewal Term that the Fair Market Rental Rate is being determined in accordance with the above procedures, Tenant shall continue to pay as Base Rent the Provisional Base Rent. After the Fair Market Rental Rate is determined: (i) if Tenant owes more money for said period, Tenant shall pay Landlord such amount within thirty (30) days after demand, (ii) if Landlord owes Tenant a reimbursement, Landlord shall pay Tenant such amount within thirty (30) days after such determination, (iii) Landlord and Tenant shall enter into an amendment to the Lease extending the Lease Tenn in accordance with the terms and conditions of this Section (f) Tenant's Renewal Option shall not be transferable by Tenant, except in conjunction with a permissible Transfer in accordance with the applicable provisions of the Lease (g) As a further condition of Tenant's exercising its Renewal Option, accompanying Tenant's notice of exercise, Tenant shall deliver to Landlord an original, signed, and notarized reaffimlation of each Guarantor's personal guaranty, in form and substance as follows: REAFFIRMATION OF PERSONAL GUARANTY The undersigned [insert name of Guarantors) ("Guarantors') hereby reaffirms for the Renewal Term the provisions of the Personal Guaranty which is attached to the Lease as Exhibit "D", and such Guarantor acknowledges that Tenant's rent will be increased at the inception of the Renewal Tenn and for each subsequent year Dated: By: Epoch LV-YogaFit Lease (LL 8-26-16) RIDER #1 ADDENDUM TO LEASE Landlord shall reimburse Tenant up to $88,040.00 (Sixty -Nine Thousand Forty Dollars and No/100 Dollars) (the 'Maximum Allowance") for improvements to the Demised Premises under the following terms and conditions: a. Landlord's reimbursement ('Landlord's Contribution") shall be applied only against the costs incurred by Tenant for labor engaged in the construction of Tenant Improvements and materials delivered to the Demised Premises in connection with Tenant Improvements and all such costs incurred prior to Tenant's opening for business. Such costs shall not include the cost of furniture or other personal property, moving expenses, or "soft costs" (such as architectural, consulting, and engineering fees) up to the Maximum Allowance. b. Payment of Landlord's Contribution. Landlord shall pay Tenant up to the Maximum Allowance for the Landlord approved Tenant Improvements (which approval shall not be unreasonably withheld) upon and under the following terms conditions: i. Upon Tenants opening for business and the delivery to Landlord of the following A. final, unconditional lien waivers from Tenant's general contractor and subcontractor covering all of Tenant's Improvements; B. a statement from Tenant's architect certifying that Tenant Improvements have been completed in accordance with Tenant's Plans, C. a permanent Certificate of Occupancy for the Demised Premises; D. all certificates, permits, and/or licenses required by governmental and quasi - governmental authorities evidencing completion of Tenant improvements and legal occupancy of the Demised Premises by the Tenant; and E. an "as built' plan ii. Tenant's Performance of the following A. Tenant has paid the first monthly installment of Rent; B. Tenant has opened for business and is operating such business within all of the Demised Premises, and Tenant is not in default of any term of this Lease. Landlord's Contribution shall be paid to Tenant within ten (10) business days of compliance with the above conditions. 5. SATELLITE DISH. Tenant shall have the right to access the roof and exterior walls to install one (1) pole -mounted antennae or satellite dish on the roof of the Demised Premises for use by Tenant in connection with the operation of its business on the Demised Premises (the "PerrNtited Equipmen1r); provided, however, that Tenant shall (a) obtain all necessary and required permits associated with such items, at Tenant's sole expense, (b) comply with all laws and ordinances with regard to use, installation and maintenance of the Permitted Equipment, (c) not permit roof or wall penetrations unless specifically approved by Landlord (such approval not to be unreasonably withheld so long as such penetrations will not adversely affect any then existing roof warranty), and (d) perform the installation, maintenance and repair of the Permitted Equipment in a manner that does not adversely affect any roofing warranty. Landlord shall have the right to have all work that affects the roof be performed by such contractors as may be designated or approved by Landlord. Tenant shall pay or be responsible for (i) any taxes upon or in connection with the Permitted Equipment or the installation, maintenance or operation thereof, and (it) any utilities, including electricity, consumed or used by the Permitted Equipment or the installation, maintenance or operation thereof, and including utility connection fees and deposits which may be charged by the applicable utility service provider. Tenant shall, at its own expense, promptly repair any damage or wear to the Retail Area (including, without limitation, the roof) resulting from the Permitted Equipment or the use, operation, repair, maintenance or removal thereof. The Permitted Equipment shall be installed and maintained by Tenant at its sole cost and expense and shall be operated in a manner that does not interfere with the businesses being conducted by Landlord or the other tenants of the Retail Area or the Las Ventanas project. Tenant shall make all repairs to the roof arising from the installation, maintenance, repair or operations of the Permitted Equipment. No Permitted Equipment installed by Tenant on the roof of the Demised Premises shall be for the use of any other party. Prior to the expiration or sooner termination of the Lease, Tenant shall, if required by Landlord in writing, remove the Permitted Equipment and, at Tenants sole cost and expense, repair any damage related thereto and restore the roof to the same condition as existed prior to the installation, reasonable wear and tear excepted. No logo, business or similar image or design, or trade name, or similar written feature, shall be visible upon any surface of the Permitted Equipment and no part or portion of the Permitted Equipment may be used for any signage or advertising purposes whatsoever_ Under no circumstances will Tenant permit the operation of the Permitted Equipment to adversely interfere with or otherwise impede the operation of communications, electronic transmissions or other similar systems operated by any other tenant of the Retail Area or residential apartments or any such systems operated by Landlord. In the event that the operation of Tenents Permitted Equipment does interfere with or otherwise impede Landlord's or such other tenants' communications, transmissions or similar systems, and Tenant fails to remove such interference or impediment within 5 business days after Tenant's receipt of written notice from Landlord of same, then Landlord will have the right to remove such interference or impediment by disconnecting Tenant's Permitted Equipment or, if such is not sufficient, to remove such interference or impediment by removing the Permitted Equipment at Tenants sole cost and expense (provided that Tenant's Permitted Equipment will remain the property of Tenant). Tenant shall have all risk of loss with respect to the Permitted Equipment. Landlord shall not be responsible or liable for, and Tenant hereby expressly waives all claims against Landlord for, injury to persons or damage to the Permitted Equipment, regardless of the cause Epoch LV-YogaFit Lease (LL 8-26-16) RIDER #1 ADDENDUM TO LEASE EXHIBIT "A" SITE PLAN Epoch LV-VogaFit Lease (LL 8-2616) EXHIBIT "A" EXHIBIT "B" LANDLORD'S WORK Any and all work not listed above shall be at Tenant's sole cost and expense. Epoch LV-VogaFit Lease (LL 8-26-16) EXHIBIT "B" EXHIBIT'C' USE RESTRICTIONS 1. Restaurant selling Asian food (including Japanese (including sushi), Chinese and/or Thai food). 2. Restaurant selling submarine sandwiches. 3. Real estate brokerage. 4. Sports bar, sports -themed bar, or any restaurant and/or bar having more than four (4) televisions per 1,500 square feet, billiard tables, and which shows televised sporting events on multiple televisions. 5. The sale of any alcoholic beverages for off -premises consumption. 6. Hair and nail Salon 7. Spa, 8. Packing and shipping, printing, copying, postage, and facsimile services, sale of packaging supplies, metered mail, mailbox rentals, key duplicating, passport photos, electronic filing of tax returns, greeting cards, stationery and office supplies, computer time rental, document shredding and scanning. 9. Nail Salon. 10 Restaurant selling Italian food or operating as an Italian -themed restaurant. 11. Coffee shop, and the sale of gourmet, brand -identified brewed coffee and tea, and smoothies/blended beverages containing fruit, yogurt, coffee or tea 12. Restaurant serving Greek themed food. 13. "Southern' themed restaurant and bar serving food and beverages traditionally featured in the southern region of the United States Epoch LV-YogaFit Lease (LL 8-26-16) EXHIBIT "C" .Q. 1191HX3 (9a -9Z-8 11) —011_0130A -/1l 4-d3 10849 pus aajoj Iln; u! u!euja I184s PUB P!len pus Ir mA as!nuatao aye 404,4m;oare4 stjo!s!noxi ie410 Paye lou Ileys suo!s!n-d Lions;o Al!P!lenu! 941 pus SUO!s!nojd Lions Bwwewm you se pen4suoo aq Veils Awejon0 s!44 'Lino Aus Aq uoaje4a peoetd uogelaxiialu! 94a p uosm Aq jo ane! 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Iqo a41 jo Ile jo Aue aleurwal jo 'eseelej 'aplas 'es!woxL= (a) 'PrOlPual Aq plat I—wiloo sill jo Ile io Aue eseelej awq Aue is (p) 'seoue6lnpu! jetao jo sluaweai6e jo eoueLwgped X4 —4 jo suo!suwe lueual wejo (o) 'areal ata jo suoW!go jetao Aue jo suoge8!gO ata jo Aue mauaj (q) 'lueuel 1su!eBe suo4e8!gp Aue jo wawaoxajue aN u! 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Aem Aue u! m 'uogrpaegns jo Aem Aq Alunoes edueq=e 'AwnOas japue.uns pus oNel 'aseel sta japun suo4eB!go e44W Ile jo Aue jo wawAed B41 jai jeuuew jo etu4 ow aftmp jo puave 'mauej 'ayereleooe 'es!wadwoo ' elle 'uo4eaapm. im algenlen lnota!m x) tam pus uo4wos!p s1! as sujq o; atuq uJQ4 AM japunarey xAusjBnO w Alq!ge!l etA Bugoaye jo 6u!1!wg '8wseatej 'Bu!8uetp '8uuy!pow 'Buu!edw! lno4w pue xjluejen�j Ol 904ou b way u04enKW8 "X;P.m 'PJOIPUEn Jopunara4 suoge8!lgo pus sa4!I!ge!I slP, waj ic4uereno aseatei lou le4s areal ata xK pari— !ejalepoo Aue u! isaxsqu! Alunoes s1! W uogjod Aue papad of pjolpuel p ainl!ej 941 sxaployare4s p wesuoo jo alon Aue annbei pu s9op Ajuejen0 ail ;o WiNow a4; pus jo4ueren0 jo siopw!O jo pjeog ayl Aq pezuotane A!np useq soil Alueieno snilt jo Atan!!ep Pus u04rtoexo an le4a piolpuel of sweuem pus swsuanoo jaweien0 'uopejod= a si jolueieno j1 luewaeAy s!yl japun jOluejenO lsu!e8e txxloe;o asneo a Butrise jo w!ep Buglew axojeq asoel sill jo suoge81go Aus x)j Alumas se sjegp jo wouel uxiy aApww Aew It leo► lakewito i Aue uo asopwN jo onsind of pej!nbaj aq lou !ie4s p olPual lata smOe joluereno 'ejowjetaln l luaujmBV s!41 lepun io4uejeno lspeBe uoipe jo asneo m w!ep Aus Bugjesse axajeq jueuel lspeBe uwe jo asneo jo w!ep Aue passe of paj!nbei aq pu pets lueuel 10 gnstop e to jusna eta u! 'Pjolpusl lora sm6e joluejenO Awwen6 !euo4!puooun pus ayntosge us s! A4uejen0 s!41 spnoO Aoldnqueg pus alelleddy 'leul pe u! uoole64!l Bupn!ou! 'AluwenO s!ta jo soueuwoyeduou jo luawAeduou;o aouenbasuoo ul pjopuel Aq peunou! jo pajayns aq Asw jeyj see; s,Aawolle pus sesuadxe 'saBewep Ile pus Aue Aed Oslo pets jojuejenE) uo400l!oo jo A4uejen8 a lou pus Bouetwoyed jo pus luawAed jo A4ueien8 !euoq!puooun pus aln!osge us s! AluejenO s!41 (.suowiOIIgO. a41) japunara4l Patwoyed aq of jo/pue pied aq of lueual jo wed a p uo aseal p!es u! pau!eluoo suog!puoo pue slueuenm 'suusj jaylo ata pe w aoueuuoyed enp ay1 pus 'hiss peleja!eooe Bu!pnpu! 'pepueve jo pamauej eq Aew ewes a41 se uLal aseel a que a41 Buunp aseal ayl ispun Bnp (oseal 9y1 u! peuyep se) luaa a41 p luawAed lenpund e44 pjolpusl of selueien6 Al!BUenas pus A4u!Ol 'Alleuoq!pu noun Agaiet seop ioluejen0 'pe4oelle s! A4uejen0 s!4l 4o!t;m oa lueual pus pjolpual uoaAgeq pus Aq („aseel., a4l) lusw99jBe asset u!epeo je41 u! of pauelai ses!waid asset of pjolpuel Ol )ueweonpu! us se pus joj uo4eiep!suoo u! pus pen!aoei an!en jod jowalen!D s41 Aq Alueieno leuosiad s!41;o uognoexe aya anota!m aseel ayl aupaxo IOU ll!m pjolPuel let) eOpetmotnpe pus puelsrepun pus 'esesl Paq!--p-molaq aa uo4noexa ata —414 -eq It” Jo/PuB 'uopejod— epuoij g ' ONI VooA SM3ISIS inO3S w jimew! d!4sjaumo jo/pue lapueug a sa6peynotgoa o4m 'pue 'mo)aquieJat f4uejenE) sng Bugnoaxe Aped atl Aq Ow! p-Sque pus spew s! Awaren0 situ AINv8vnEJ INNOSM3d ..1�11FTX� Guarantor and Tenant do hereby agree and acknowledge that the terms, provisions, and co xbbDns of this Guaranty shall be controlled and construed according to the laws of Florida and the proper venue shall lay only in Palm Beach County, Florida. Guarantor does hereby knowingly, voluntarily, intentionally and unconclitionaly waive fhe right to Trial by Jury in any litigation based upon, arising out of, or involving the enforcement of this Guaranty and/or the underlying Lease and to which the Guarantor is a parry. This Guaranty or any of the provisions thereof cannot be modified, waived or terminated, unless in writing, signed by Landlord. The provisions of this Guaranty shall be binding upon and inure to the benefit of the Guarantor and Landlord and their respective heirs, legal representatives, successors and assigns. In witness whereof, Guarantor has executed or caused to be executed this Guaranty. G 1 Printed HARLES ANZALONE Name: Date: Home Address: l�/es � „TSG Epoch LV-YogaFd Lease (LL B-2616) EXHIBIT "D' L EXHIBIT "F- UNIFORM SIGN PLAN RETAIL AREA Building, Window and Door Signage: 1. Wall signs to be internally -illuminated cabinet signs with "push-thru' graphics and decorative moldings/embellishments per Art Sign Company drawing #09-07-06-247, Sheet #4 (front signs), and drawing #09-07-06-247, Sheet 06 (rear signs) 2. Sign cabinet depth to be 8" excluding 3 Front signs to be a maximum of one (1) square foot per linear toot of storefront lease space square footage calculated exclusive of moldings/embellishments. 4 Rear signs to be a maximum of one-half (0.5) square foot per linear foot of storefront lease space, square footage calculated exclusive of moldings/embellishments. 5. Moldings/embellishments fabricated from 1' thick Sintra brand PVC. 6. Sign cabinet fabricated from heliarcwelded aluminum angle internal frame with external 125 aluminum face and sides. 7. All graphics computer -routed into aluminum face with matching computer -routed 3/2' thick clear acrylic inserted into the routed aluminum voids in the face, creating a "push-thru' appearance. 8. 3M brand #363033 red translucent vinyl graphic film to be applied to the faces of the 1/2' acrylic "push-thru' graphics. 9 Tenant graphics to be in the font of the tenants' choice. 10 Logos are not to exceed 20% of the sign face area. 11 Aluminum sign face and sides to be in texturized stuoco-like finish Sherwin-Williams #6140 Moderate White 12. Sintra brand PVC moldings/embellishments to be in texturized stucco -like finish to match brown paint of building trim 13. Internal illumination from High Output fluorescent lamps and ballasts with all wiring in U.L. compliant conduit and raceways concealed within the sign cabinet 14. All fabrication, installation and wiring to meet or exceed all applicable building and electrical codes and all U.L requirements and specifications. 15. Window graphics may be black or white die -cut vinyl lettering only. Any window graphics should be limited to a maximum of 6 Inch tall lettering and limited to no more than 10% of the door and one adjacent window surface of any tenant. 16. No sign shall be installed without written landlord approval, City approval, and permit 17. No signage is to be allowed on awnings 18. Stacked font is allowed, permitted that stacked copy will fit within the designated sign band and will not appear crowded, look inappropriate, or out of scale and character with adjacent signage Epoch LV-YogaFft Lease (LL 8-2616) EXHIBIT "E' Prohibited Slans: A Animated/fluttering signs B. Balloons C. Bus bench signs D. Festoons E. Flashing signs F. Roof signs G. Rotating signs H. Signs that swing I. Sidewalk signs (sandwich/W frame) J. Portable signs K. Exposed neon tubing signs L. Signs that obstruct free ingress to or egress from a door, window, fire escape or other required exit or entrance. W Snipe signs or signs attached to or painted on fire escapes, television antennas, satellite dishes, utility poles or any other associated structure N. Signs which emit odors, sounds, smoke, vapor or other visible matter. O. Unauthorized signs on property owned by or under control of the City of Boynton Beach. P. Banners (unless approved pursuant to Chapter 21) 0. Off premises signs, except those permitted under Chapter 21, Article III, Section 6 Special Signs) or Chapter 22, Article ll, Section 7, Paragraph O (Neighborhood Identification Signs). R. Electrical or illuminated signs in residential zoning districts, except that in a development where models are being demonstrated, an illuminated sign, meeting the other requirements of this chapter, may be used provided no illumination is shown between the hours of 8:00 p.m. and 7:00 a.m. the following day. S. Bill boards T. Non -geometric signs shaped to depict figures or demonstrative shapes used to attract attention to the business activity with which the sign is associated. U. Painted wall signs V, Pylon signs W. Any other sign prohibited by the City of Boynton Beach Epoch LV-YogeFit Lease (LL 8-26-16) EXHIBIT "E' EXHIBIT "F" LAS VENTANAS RULES AND REGULATIONS 1. OPERATION: Tenant shall conduct its business in the Demised Premises in all respects in a dignified manner and in accordance with high standards of store operation and that of a first quality Retail Area. 2. BUSINESS HOURS. Tenant will remain open for business Monday through Saturday from 10:00 a.m. to 6 p m., plus any additional hours for the Retail Area as set by the Landlord from time to time. Tenant may also remain open for any additional hours desired by Tenant subject to Landlord approval. 3. WINDOW TREATMENTS. No curtains, draperies, blinds, shades, window tinting, or screens shall be attached to or hung or used in connection with any window or door of the Demised Premises without prior consent of the Landlord. Curtains, draperies, blinds, shades or screens must be of a quality, type, design and color approved by Landlord. Further, all draperies, shades or screens shall have a natural color or fabric facing exterior window views 4. DELIVERIES. All deliveries or shipments of any kind to and from the Demised Premises shall be made in a manner directed by Landlord with no exceptions. Failure to abide by this rule could result in a fine by the applicable governing municipality, and Tenant shall indemnify and hold Landlord harmless from and against any costs in connection with Tenant's violation of this restriction. Loading and unloading of merchandise, supplies and other goods, shall be made only by way of the rear of the Demised Premises at a location designated by Landlord, and only at such times designated for such purpose by Landlord: trailers and/or tucks servicing the Demised Premises may only park in portions of the Retail Area designated for such purpose by Landlord, and only while actively loading/unloadimg. In no event may any trucks be parked in a manner which may Interfere with the use of any Common Areas or any pedestrian or vehicular access. 5. RADIO. TELEVISION, EXTERIOR NOISE. No radio, television, phonograph or other devices, or aerial attached thereto (inside or outside the Demised Premises) shall be installed without first obtaining in each instance the Landlord's written consent; and 0 such consent be given, unless otherwise approved, no such device shall be used in a manner so as to be heard or seen outside of the Demised Premises, and no advertising medium shall be used which can be seen, heard or experienced outside the Demised Premises, including, but not limited to, flashing lights and searchlights. If any live music is played in the Demised Premises, same shall be performed in a manner so as not to be heard outside of the Demised Premises. Any nightclub shall install sound attenuation materials approved by Landlord inside the walls and ceilings of Demised Premises 6. AREAS ADJOINING PREMISES. Tenant shall keep the areas immediately adjoining the Demised Premises in the front and at the rear of the Demised Premises, including any portion of the common areas where Tenant is given the right to use for a sales or service area, dean and free from dirt and rubbish, and Tenant shall not place, suffer or permit any obstructions or property in such areas or in any area outside of the Demised Premises. 7. MAINTENANCE. Tenant will maintain the Demised Premises at its own expense in a clean, orderly and sanitary condition and free of unreasonable odors, insects, rodeos, vermin, and other pests, will not bum or permit undue accumulation of garbage, trash, rubbish and other refuse, and will remove the same from the Demised Premises to compactors or other receptacles provided by Landlord, and will keep such refuse in proper containers on the interior of the Demised Premises until so removed from the Demised Premises Tenant shall keep the entry and exit ways immediately adjoining the Demised Premised dean and shall not place or permit any rubbish, obstruction or merchandise in such areas. Tenant shall break down, flatten or otherwise condense all boxes and trash placed in any trash receptacle. Notwithstanding the foregoing, Tenant at its expense shall make special arrangements, which must be acceptable to Landlord, for the collection, storage and removal of any grease, oils, fats, renderings, foods, or similar waste all of which shall be carried and not dragged to the appropriate disposal facility, and shall not place same in any compactors or other trash receptacles for the Retail Area or in the sewer system of the Retail Area, or in the altemative Landlord will have the right to remove same and charge Tenant for all costs associated therewith, which shall be paid within ten (10) days after written demand by Landlord. No such waste materials shall be removed from the Demised Premises in any leaking begs or containers, and if any such waste materials spill on the common areas same shall be immediately cleaned up by Tenant. 8. STORAGE OF ARTICLES OUTSIDE PREMISES. Tenant will not place or maintain any merchandise, vending machines or other articles in the vestibule or entry of the Demised Premises, on the footwalks adjacent thereto or elsewhere on the exterior thereof. 9. USE OF AREAS OUTSIDE PREMISES Tenant will not use, or permit to be used, the malls or sidewalks adjacent to the Derhised Premises, or any other space outside of the Demised Premises for the display or sale or offering for sale of any merchandise or for any other business, occupation or undertaking, unless permitted by Landlord in writing. 10 NO SOLICITATIONS. Tenant will not use or permit the use of any portion of the Retail Area or the Demised Premises for solicitations, demonstrations or itinerant vending, or any activities inconsistent with reasonable standards of good Retail Area practice; Tenant and Tenants employees and agents shall not solicit business in the parking or other Common Areas of the Retail Area, nor shall Tenant distribute any advertising matter on automobiles parked In the parking areas or other Common Areas of the Retail Area without Landlord's prior written consent 11. PLUMBING FACILITIES. The plumbing facilities within or serving the Demised Premises shall not be used for any purposes other than for which they were constructed, and no foreign substances of any kind shall be thrown therein. 12. NO SLEEPING OR LODGING. Tenant shall not use, permit or suffer the use of any portion of the Demised Premises as living, sleeping or lodging quarters. 13. EXCESSIVE FLOOR LOADS. No load will be placed on any floor of the Demised Premises which exceeds the floor load per square foot area which such floor area was designated to carry. Epoch LV-YogaFit Lease (LL 8-26-16) EXHIBIT `F" 14. VIBRATION AND NOISE. All mechanical equipment and machinery in or serving the Demised Premises will be kept free of vibration and noise which may be transmitted beyond the confines of the Demised Premises, and, to the extent applicable, Tenant will provide sound barriers for Tenant's roof -top HVAC system to the extent required by any environmental or other law, rule, regulation, guideline or order. 15. ODORS. Tenant shall not cause or permit strong, unusual, offensive or objectionable noise, odors, fumes, dust or vapors to emanate or be dispelled from the Demised Premises. 16. LIVE ANIMALS. No live animals will be kept on or within the Demised Premises. 17. EXTERMINATOR SERVICE. Tenant must have the Demised Premises serviced by a pest exterminator approved or selected by Landlord at least once per month (once a week if Tenant sells food or beverages within the Demised Premises) at Tenants expense. Landlord, at its option and from time to time, may, at the expense of the Tenant, employ a pest extermination contractor to service the Demised Premises at such intervals as Landlord may require, and Tenant shall permit said contractor to enter the Demised Premises to perform pest extermination services. 18. FLOOR COVERING. Tenant shall not lay linoleum or other similar floor covering so that such floor covering shall come in direct contact with the floor of the Demised Premises and if linoleum or other similar floor covering is so used, an interliner of builder's deadening felt shall first be affixed to the floor by paste or other material soluble in water, so that such floor covering may be easily removed. The use of cement or other similar material is prohibited. 19. STORAGE OF VEHICLES/PARKING. No automobiles, trucks or other vehicles may be stored on the Retail Area, or may be parked on the Retail Area which are not capable of being run under their own power. Tenant and Tenant's employees shall park their cars only in those portions of the parking area designated for those purposes by the Landlord. Tenant shall furnish Landlord within 5 days after taking possession of the Demised Premises, the state of registration and automobile license numbers assigned to vehices belonging to Tenant's employees and shall thereafter notify the Landlord of any change within 5 days after changes occur. Landlord has and reserves the right to alter the methods used to control parking and the right to establish such controls and rules and regulations (such as parking stickers to be affixed to vehicles) regarding parking that Landlord deems desirable. Without liability, Landlord will have the right to tow or otherwise remove vehicles improperly parking, blocking ingress or egress lanes, or violating parking rules, at the expense of the offending tenant and/or owner of the vehicle. Landlord shall not have any liability on account of any loss or damage to any vehicle or the contents thereof, Tenant hereby agreeing to bear the risk of loss for same. In the event that the Tenant or its employees fail to park their cars in designated parking areas as aforesaid, then the Landlord, at its option, may without limiting its right to other tow or have such vehicle removed, elect to charge Tenant ten ($10.00) dollars per day or partial day per car parking in any area other than that designated for employee parking. 20. ADVERTISING AND PROMOTIONAL MATERIALS. Tenant will not display, paint or cause to be displayed, painted or placed, any handbills, bumper stickers or other advertising or promotional materials or devices on any vehicle parked in the parking area of the Retail Area, whether belonging to Tenant, or to Tenants agents or employees, or to any other person; will not distribute, or cause to be distributed, in the Retail Area, any handbills or other advertising devices; and will not conduct or permit any activities that might constitute a nuisance or unreasonable source of annoyance to other tenants of the Retail Area or their customers. 21 DISPLAYS AND DECORATIONS. Tenant shall not place, suffer or permit displays or decorations on the sidewalks outside of the Demised Premises or on or upon any of the parking or other common areas of the Retail Area. Additionally, Tenant shall not place or permit to be placed any seating areas outside of the Demised Premises or anywhere within the Common Areas without the express prior written consent of Landlord. 22. HAZARDOUS SUBSTANCES. The term "Hazardous Substances", as used in this lease, shall include without limitation, flammables, explosives, radioactive materials, asbestos, polychlorinated biphenyls (PCBs), chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials, petroleum and petroleum products, and substances declared to be hazardous or toxic under any law or regulation now or hereafter enacted or promulgated by any governmental authority. Tenant's Restrictions: Tenant shall not cause or permit to occur: i. any violation of any federal state, or local few, ordinance, or regulation now or hereafter enacted, related to environmental conditions on, under, or about the Demised Premises or arising from Tenant's use or occupancy of the Demised Premises including, but not limited to, soil and ground water conditions; or ii. the use, generation, release, manufacture, refining, production, processing, storage or disposal of any Hazardous Substance without Landlord's prior written consent, which consent may be withdrawn, conditioned, or modified by Landlord in its sole and absolute discretion in order to insure compliance with all applicable "Laws" (hereinafter defined), as such Laws may be enacted or amended from time to time. Environmental Cleanup: i. Tenant shall, at Tenant's own expense, comply with all laws regulating the use, generation, storage, transportation, or disposal of Hazardous Substances ("Laws"). li. Tenant shah, at Tenant's own expense, make all submissions to, provide all information required by and comply with all requirements of all governmental authorities under the Laws. iii. Should any governmental authority or any third party demand that a cleanup plan be prepared and a cleanup be undertaken because of any deposit, spill, discharge, or other release of Hazardous Substances that occurs during the term of this lease, at or from the Demised Premises or which arises at any time from Tenant's use or occupancy of the Demised Premises, then Tenant shall, at Tenant's own expense, prepare and submit the required plans and all related bonds and other financial assurances and Tenant shall carry out all such cleanup plans. Epoch LV-YogaFit Lease (LL 8-26-16) EXHIBIT'F' C. Tenant shall promptly provide all information regarding the use, generation, storage, transportation, or disposal of Hazardous Substances that is required by Landlord. d. If Tenant fails to fulfill any duty imposed under this Paragraph within thirty (30) days following Landlord's written request, Landlord may proceed with such efforts and in such case, Tenant shall cooperate with Landlord in order to prepare all documents Landlord deems necessary or appropriate to determine the applicability of the Laws to the Demised Premises and Tenant's use thereof and for compliance therewith and Tenant shall execute all documents promptly upon Landlord's request and any expenses incurred by Landlord shall be payable by Tenant as an additional rent. No such action by Landlord and no attempt made by Landlord to mitigate damages under any Law shall constitute a waiver of any of Tenant's obligations under this Paragraph. Tenant's obligations and liabilities under this Paragraph 22 shall survive the expiration of this lease 23. INCIDENT NOTICE. Tenant shall give to Landlord prompt written notice of any accident, fire, burglary, theft, or damage occurring on or to the Demised Premises. Epoch LV-YogaFit Lease (LL 8-26-16) EXHIBIT "F° ADDENDUM TO LEASE NO. 2 This Lease Addendum ("Addendum') dated M r 2016, is entered into between LAS VENTANAS AT BOYNTON BEACH, LTD. ("Landlord') and SEOUL SISTERS YOGA, INC. ('Tenant") AND YOGAFIT FRANCHISING, LLC ('YogaFW'). RECITALS The parties have entered into a Lease Agreement, dated / 2016 (the "Lease') forthe premises located at B-1517 N. Federal Highway, oyntoriBeach, Florida (the'Prembes'). Tenant has agreed to use the Premises only for the operation of a YoGAFr Studio pursuant to a franchise agreement ('Franchise Agreement') with YogaFit, The partes desire to amend the Lease in accordance with the terms and conditions contained in this Addendum. AGREEMENT 1 Remodeling and DAcor. Subject to compliance with Section 15 of the Lease, Landlord agrees to allow Tenant to remodel, equip, paint and decorate the interior of the Premises and to display such proprietary marks and signs on the interior and exterior of the Premises pursuant to the Franchise Agreement and any successor Franchise Agreement. 2. Assignment Tenant has the right to assign all of its right, title and interest in the Lease to YogaFit at any time during the tern of the Lease, including any extensions or renewals, without first obtaining Landlord's consent but with at least thirty (30) days prior written notice to Landlord. As a condition to such assignment, however, all defaults must be cured. Further, no assignment will be effective, however, until YogaFit gives Landlord written notice of its acceptance of the assignment or YogaFit exercises control over the Premises and all defaults are cured. If YogaFit elects to assume the Lease under this paragraph or unilaterally assumes the Lease as provided for in subparegraphs 3(c) or 4(a), or is deemed to have assumed the Lease by its exercise of control of the Premises, Landlord and Tenant agree that (0 Tenant and any existing guarantor will continue to remain liable for the Tenant's responsibilities and obligations under the Lease, including amounts owed to Landlord prior to the date of assignment and assumption, and (10 YogaFit will have the right to sublease the Premises to another YocAFr franchisee, without further need for Landlord approval but with no less then thirty (30) days prior written notice to Landlord, provided the franchisee agrees to operate the Studio as a YOGAFr Studio pursuant to a franchise agreement with YogaFiL YogaFit will remain responsible for the lease obligations Incurred after the effective date of the assignment. Notwithstanding anything contained in this Addendum to the contrary, (a) no assignment or sublet shall be effective while any defaults remain uncured, and (b) other than as specifically set forth in Section 3 of this Addendum, Landlord shall not be required to provide additional notices or opportunities to cure defaults, other than as provided in the Lease and Section 3 below. 3. Default and Notice. (a) In the event there is a default or violation by Tenant under the terms of the Lease, Landlord agrees to give Tenant and YogaFit written notice of such default or violation within a reasonable time after Landlord knows of its occurrence. Landlord agrees to provide YogaFit the written notice of default as written and on the same day Landlord gives it to Tenant Although YogaFit is under no obligation to cure the default, YogaFit will notify Landlord within fifteen (15) days of its receipt of such notice if YogaFit intends to cure the default and unilaterally assume Tenant's interest In the Lease as provided in Paragraph 3(c). YogaFit will have an additional 15 days from the expiration of Tenant's cure period in which to cure the default or violation. (b) All notices to YogaFit must be sent by registered or certified mail, postage prepaid, to the following address: YogaFit Franchising, LLC 2411 Galpin Court, Suite 110 Chanhassen, MN 55317 (952) 474-5422 YogaFit may change its address for receiving notices by giving Landlord written notice of the new address. Landlord agrees to notify both Tenant and YogaFit of any change in Landlord's mailing address to which notices should be sent. (c) Upon Tenant's default and failure to cure a default under either the Lease or the Franchise Agreement, and the curing of all defaults under this Lease, YogeFit has the right (but not the obligation) to unilaterally assume Tenants interest in the Lease in accordance with Paragraph 2. 4. Termination or Expiration. (a) Upon the expiration or termination of the Franchise Agreement, YogaFit has the right (but not the obligation) to unilaterally assume Tenant's interest in the Lease in accordance with Paragraph 2. (b) Upon the expiration or termination of the Lease, if YogaFit does not assume Tenant's interest in the Lease, Landlord agrees to allow YogaFit to enter the Premises for a period of ten (10) days after such expiration or termination, without cost and without being guilty of trespass to remove all signs and all other items identifying the Premises as a YOGAFrT Studio and to make such other modifications as are reasonably necessary to protect the marks and system, and to distinguish the Premises from YOGAFrT Studios. YogaFit shall repair all damage caused by such actions and indemnify and hold Landlord harmless from and against all claims, damages and losses sustained as a result of such actions.. 5. Consideration: No Liability. (a) Landlord acknowledges that the provisions of this Addendum are required pursuant to the Franchise Agreement and that Tenant may not lease the Premises without this Addendum. (b) Landlord acknowledges that Tenant is not an agent or employee of YogaFit and Tenant has no authority or power to act for, or to create any liability on behalf of, or to in any way bind YogaFit or any affiliate of YogaFit and that Landlord has entered into this Addendum with full understanding that it creates no duties, obligations, or liabilities of or against YogaFit or any affiliate of YogaFit. (c) Nothing contained in this Addendum makes YogaFit or its affiliates a party or guarantor to the Lease, and does not create any liability or obligation of YogsFit or its affiliates other than as provided in this Addendum. 6 Modification. No amendment or variation of the terms of this Addendum is valid unless made in writing and signed by the parties and the parties have obtained YogaFit's written consent. Epoch LV-YogaFd Lease (LL 8-26-16) ADDENDUM TO LEASE NO. 2 7. Reaffirmation of Lease. Except as amended or modified by this Addendum, all of the terms, conditions, and covenants of the Lease remain in full force and effect 8 Miscellaneous. (a) References to the Lease and to the Franchise Agreement include all amendments, addenda, extensions, and renewals to the documents. (b) References to Landlord, Tenant, and YogaFit include the successors and assigns of each of the parties. [signature page(s) lollowj Epoch LV-YogaFit Lease (LL 8-26-16) ADDENDUM TO LEASE NO. 2 IN WITNESS WHEREOF, the pardw lova emoulid 6b AddEndu n =of the dam vitftn abav®. TE au! im LANDLORD: Laa Varow= 0 Ballon E%&di, Lid. YOGAFIT FRANt♦B%ONG, LLC Epi LKYopwU Lao (LL 8-269g) ADDENDUM TO LEASE NO. 2 YOGA FIT 1517 N FED HV Y BOYNMN BEACH, FL 3435 fiwLarem Sip Co. LLC N. Ftdoral High Ddmy Dew]4 M. SMS (561) -5191 mr dgml@aoLcm FABRICATE & INSTALL TWO LJGHTED PUSH THRU SIGNS AS PER BLDG CRITERIA $700.00 PLUS TAX & PERMIT FEES 3-24-2017 mmmr� I r ' , r n ;�� '� "'1 BOYT09.E �CRA CRA BOARD MEETING OF: April 11, 2017 X I Consent Agenda I I Old Business I I New Business I I Legal I I Information Only I I CRAAB AGENDA ITEM: VIII.N. SUBJECT: Approval of Seoul Sister Yoga, Inc. d/b/a/ YogaFit for Commercial Interior Build - Out Improvement Grant Program SUMMARY: The Commercial Interior Build -Out Assistance Grant provides eligible (new or existing) businesses with assistance for the initial costs associated with the construction, repair, and/or rehabilitation of building interior improvements. The grant is in accordance with the CRA Community Redevelopment Plan. Improvements must be permanent and stay with the building. Seoul Sister Yoga, Inc. d/b/a YogaFit is located in Las Ventanas at 1517 S Federal Highway, Boynton Beach, FL 33435. They fall under the terms of a Tier II business, as outlined in the grant application, and are seeking reimbursement for their interior renovation totaling $98,200. The Commercial Interior Build -Out Grant Program provides a 50% reimbursement of the applicant's expenditures for the eligible interior improvements up to a maximum grant total of $25,000. If approved, the applicant is entitled to the grant maximum of $25,000 in reimbursable funds. The grant is reimbursable once the proper reimbursement documentation is submitted to CRA staff. FISCAL IMPACT: $25,000 — Project Fund 02-58400-444 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Approve the Commercial Interior Build -Out Improvement Grant not to exceed the grant maximum of $25,000 to Seoul Sister Yoga, Inc. d/b/a YogaFit for the property located at 1517 S. Federal Highway, Boynton Beach, FL 33435. Michael Simon, Interim Executive Director RE7C�el vieD YNT N MAR 29 2011 iiiimiiiiIBEACH CRA _8,Cp�TCN SEA C 1,J1 H C h October 1, 2016 —September 30, 2017 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERCIAL INTERIOR BUILD -OUT ASSISTANCE PROGRAM Program Rules & Requirements The Commercial Interior Build -Out Assistance Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "CRA") district. The program is designed to provide financial assistance to new and existing businesses in the form of a reimbursable grant intended to reduce the initial costs associated with the repair and rehabilitation of buildings or other improvements in accordance with the CRA Community Redevelopment Plan. Improvements paid for by the CRA must be permanent and stay with the building. The CRA reserves the right to approve or deny any Commercial Interior Build -Out Assistance Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the CRA District. For purposes of this application, the term "new business" means a company in operation for less than six months or relocating to Boynton Beach. The term "existing business" means a company that has been in operation within the CRA district for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The term "project" means the eligible interior improvement project for which the applicant seeks reimbursement. 1. Incentive Funding The Commercial Interior Build -Out Assistance Program offers financial assistance in the form of a reimbursable, matching (50%) grant to the landlord or business owner for eligible expenses associated with the construction or renovation of the interior elements of the commercial operating space. Applicants are encouraged to take advantage of the City of Boynton Beach's PACE Program to help defer the cost of installing energy efficient items above. Information regarding the PACE Program is available on line at htip;//www.boynton-beach.or_g - green/pace program.php or by contacting the City at 561-742-6067. Attached is the ReNew PACE Eligible Product List. ri,4._ Initials Page 1 of 13 710 North Federal Highway, Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 rr,vw. ca Id �beY!ll�n: ryo!n 00724244-1 The Commercial Interior Build -Out Assistance Program funding may be budgeted annually by the CRA Board and awarded on a first-come, first-served basis. All applications are subject to CRA Board approval. Puking application to the program is NOT a guarantee of funding. By submitting an application, the Applicant acknowledges that the grant reimbursement program is in place to further the goals and objectives of the CRA, and that the CRA Board reserves the right to approve or deny any application under the grant program and to discontinue payments at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for the redevelopment of the CRA District. If. Bliuibilitv Reauirements Projects and items eligible for funding under the program are limited to: 0 Interior walls Interior plumbing Interior electrical system including lighting 0 MVAC system Flooring Hood & fire suppression system t. Grease Trap installation In addition, the following is required in order to be considered eligible to receive grant funding: 1. Property must be located within the CRA District (see attached map), 2. Applicant must provide proof that the business is property licensed by all necessary levels of government and professional associations or agencies, such as copies of City of Boynton Beach & Palm Beach County licenses, or receipts evidencing applications for required licenses.) Page 2 of 13 710 North Federal Highwdy, Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 wow C-11dAxlynfnn «an 00/142441 CA Initials 3. The Applicant's Experian consumer report must reflect an acceptable level of financial stability, as determined by the CRA in its sole discretion. A copy of the consumer report will be provided to the Applicant upon request. Applicants whose Experian credit score is below 601 are not eligible. If a majority of the business owners have credit scores below 601, the business is not eligible. 4. Applicant must either own the building it plans to operate within or it must have an executed multi-year lease with a minimum of two years remaining on the lease. 5. Applicants may not have any outstanding City of Boynton Beach liens against their property. I o onriov ttta the prop.-,+ty doe -s not havo any t' ut;tar(-tui_n cc,de vv)', aww; to nionit'', r v,P,! Ivr titllt w :, thf C IZ, will p(-.r!uim a lien ' f?r+rch on Me ofoo--r+vat _ � ;ti<.il WIII ' In the event that an Applicant has an outstanding City of Boynton Beach Bien against the property, the grant will not be awarded until the Applicant provides proof of the complete satisfaction of the lien. IU, �6aeit The following businesses are considered ineligible for assistance under the Commercial Interior Build -Out Assistance Program: Firearm Sales Convenience Stores Religious Affiliated Retail Stores o Churches o Non Profits o Tattoo Shops/Body Piercing/Body Art Shops C Financial Services (banking & check cashing stores) o Take -Out Foods o Adult Entertainment Liquor Stores © Vapor Cigarette, Electronic Cigarette, E Cigarette Stores Kava Tea Bars Pawn Shops Alcohol and/or Drug Rehabilitation Centers/Housing Medical Research Centers/Housing Hair/Nail Salons Fitness Centers Florists Any use determined by the CRA staff or the CRA Board that would not advance the redevelopment of the CRA district. art d, f_°rtedkioFe v This grant is divided into two tiers of eligibility. Businesses are sorted into tiers based on the type of business, which then determines the amount of funding for which that business may be eligible. Gt1• Initials Page 3 of 13 710 North Federal Highway, Boynton Beach, FL 33435 Phone 561-737-3256 Fax W-737.325© vtit�ry 4alflt��lnn.r;rwn W 7212D1-. Grant funding amounts will be based on the applicant's project budget specified at the time of CRA Board approval. Tier One Business (Full -Service Restaurants Only) Tier One Businesses are eligible for reimbursement of 50% of the applicant's project budget as submitted at the time of CRA Board approval up to a maximum amount of $45,000 in grant funding. Only full service restaurants with a minimum total seating capacity of 50 seats are eligible to be in Tier One. The restaurant must have hours conducive for the development of the downtown including but not limited to 12:00 p.m. — 9:00 p.m. Proof of seating capacity shall be confirmed by copy of the City of Boynton Beach Local Business Tax Receipt. Tier Two Businesses Tier Two Businesses are eligible for reimbursement of 50% of the applicant's project budget as submitted at the time of CRA Board approval up to a maximum amount of $25,000 in grant funding. Tier Two Businesses must be one of the following types of businesses: Restaurants with total seating capacity under 50 Gourmet Food Market E Bakery *, Bed and Breakfast Clothing Boutique - clothing, shoes & accessodes Home Decor/Design - home furnishings, art galleries, kitchen wares Specialty Businesses - stationery, gifts, sporting goods Medical Offices Law Offices Real Estate Offices e Insurance Offices o Accounting Offices Marketing Office Lyase `Fer ivis If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on the lease. The commercial lease must define the landlord -tenant relationship and at minimum provide the following information: Page 4 of 13 710 Nor0i Federal Highway, Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 WJ."N 4,1(011N7ynlfln uNf) UU/It I;M 1 CA Initials A description of the space being rented, including square footage and a drawing of the space. Description of utilities that are the tenant's responsibility. Rental rate and deposits along with terms of lease and methodology for future rent increases. Responsible party for interior and exterior repairs and/or improvements. Insurance requirements. Ability to terminate. Consequences of default on the lease. V. Procedures for Application and Aptgroval Application FrocezG Applications can be obtained from the CRA office located at 710 North Federal Highway, Boynton Beach, Florida 33435 or downloaded from www. catch boyntori.corn All applicants are required to meet with CRA staff in order to determine eligibility before submitting an application. Funding requests will not be considered until all required documentation is submitted to the CRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the CRA Board. Applicants must submit an original, "hard copy" application with ail materials to the CRA for review and approval by the CRA Board. Applications will be considered on a first- come,firs -served basis. Application packets must include the following documentation: A nonrefundable fee of $100.00 is required to obtain a consumer report on the business and principal/owners of the business. Matte check payable to: Boynton Beach CRA 2. Written detailed project budget describing the improvements to be done to the property. It must list all project costs the applicant is requesting for reimbursement. The project budget must provide a total cost of the project. 3. Cost estimate(s) from a licensed contractor(s) as specified in the applicant's project budget. 4. Copy of building permit receipt. If the permit has not been applied for prior to submission of the grant application, a copy of the building permit receipt is due within 90 days of grant approval. 5. Resume for each principal/owner of the business. Copy of the corporate documents for the applying business entity. Copy of executed multi-year commercial lease agreement. Two (2) years of corporate tax returns (for existing businesses only) 9. Two (2) years of personal tax returns for the principal/owners of a new business. Page b of 13 710 Porth Fcderal Highway. Boynton Beach, FL 33435 Phone. 561-737-3256 ran 561-737-3258 W12.1291-1 C.-A1nQlals 10. Copy of design and construction plans associated with the proposed improvements. 11. List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 12. A minimum of four (4) color digital "before' photos of the project. ATTACHED FORMS TSO BE_COMPLETED: Completed and signed application. Authorization to Perform Credit Check for the business and each principal/owner of the business (Attached — multiple forms may be needed for principal/owners of the business). W9 Form (attached). City Planning & Development Dept. Acknowledgement Form (attached). City Permit Dept. Acknowledgement Form (attached). The above referenced City Forms must be completed and submitted to the appropriate departments located at City Hall 100 F. Boynton Beach Blvd., Boynton Beach, FL 33435. Phone #561-742-6000. Application and CRA Board approval of this grant is for funding only. Approval of CRA grant funding is NOT approval of any type of City processes including, but not limited to, permits and site plan modification. Applicant must apply for permits and site plan modification through the appropriate departments at the City. All commercial projects require permitting and site plan modification reviews. It is the responsibility of the Applicant to obtain all necessary City approvals. Approval of Funding Request CRA staff will review the application to verify that the project is eligible for reimbursement and that all required documentation has been submitted. If it meets these requirements, GRA staff will present the funding request to the CRA Board for review and approval. The CRA Board meets on the second Tuesday of each month. The schedule for CRA Board meetings can be obtained at \,tww.catchboynton.cum. Applicants will be notified of the date and time that their applications will be considered by the CRA Board. The CRA recommends that applicants attend the CRA Board meeting during which the Board will consider their applications in order to answer any questions the CRA Board may have regarding their applications. CRA staff will notify the applicant of the CRA Board's approval or denial in writing. Wage 6 of 13 710 North Fsderal Highway, Boynton beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 X,/?47011 , C. Initials INTI,, Q- sits viis ts CRA staff may conduct a site visit prior to transmitting the application to the CRA Board, and once the project is completed. Staff may also conduct unannounced site visits before, during and after the project in order to determine and ensure compliance with the terms of the grant agreement. VS. Procedures fo€ Reimbursement Expense Reimb), urrsement This program is designed as a matching (50%) grant. All work must be completed and paid for by the applicant prior to the CRA funds being released. The CRA will provide reimbursement to the applicant upon submittal of a complete reimbursement request package. Roll shun- ,meet Documentation Once the work is completed the Reimbursement Request shall be summarized in a report and accompanied by the following documentation: Project accounting: Invoices, receipts or other acceptable evidence of payment from suppliers and licensed contractor(s) that have been marked "paid in full." Proposals for "work to be completed" or "bids" are not considered proper documentation. c, Each item will be sup oorted by a cancelled check showing the face of the check as well as the back of the cancelled check. The only forms of cash payments that are acceptable as evidence of payment are cashier's checks and bank transfers. A copy of the cashier's check to the payee must be provided as proof of payment. If payment is being made by a bank transfer, a copy of the statement from both payer and payee showing the transaction and/or a copy of the email/text verification from both parties. 2. A "final release of lien" signed by each licensed contractor(s). See attached Sample of a Final Release of Lien form. 3. Copy of City of Boynton Beach and Palm Beach County business licenses. Page 7 of 13 710 North Federal highway, Boynton Baadl, FL 33435 Phone 561-737-3256 Fax 561.737-3258 xrovw.i;3t�+�t?n rom U0(24294 1 CA Iniiials 4. Applicant shall provide color the project. Photos should position as the "before" photos digital "during" and "after" photos of be from approximately the same submitted in the application. By submitting for reimbursement, the applicant warrants that all bills for which applicant is directly responsible related to the project are paid in full including, but not limited to, all contractors, labor, materials, related fees and permits. Grantees may not submit work improvements for reimbursement which have been used as reimbursement requests in any other grant program offered by the CRA, City of Boynton Beach, balm Beach County or the State of Florida. The Commercial Interior Build -Out Assistance program will only reimburse applicants for new expenditures that have not been submitted to other grant programs for reimbursement. The Commercial Interior Build -Out Assistance program may only be used one time in any five year period for any one specific commercial unit or business entity. Grantees shall allow the CRA the rights and use of photos and project application materials. The Boynton Beach CRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be subject to production by the CRA upon receipt of a public records request, subject to any exemptions provided by Florida Lave. SUBMS&OW OF AN APPLICATION IS NOT A GUARANTEE OF F UNDINC It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. NOTICE TO THIRD PANTIES: The grant application program does not create any rights for any parties, including parties that performed work on the project. Nor shall issuance of a grant result in any obligation on the party of the CRA to any third party. The CRA is not required to verify that entities that have contracted with the Applicant have been paid in full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which Applicant is directly responsible is sufficient assurance for the CRA to award grant funding. Page 8 of 13 710 North Federal Highway, Boynton Beach, FL 33435 Phone 561-7373256 Fax 561-737-3258 WWW C_ACttW!Y!111'' W /24 94.1 CAinitials APPLICANT INFORMATION (Use Additional Sheets if Necessary) BUSINESS INFORMATION: Business Name (D/B/A if applicable): Seoul Sister Yoga Inc. _dba YogaFit Cui i—r l It 13v,,0o,.: Addlre-- 1517 S Federal Hwy Boynton Beach FL 33435 Fed l0e' 81-1746743 f=l�tirl;: 561 60 7822 Website: www.yogafitstudios.com Existing Business: Yes_X No Number of years in existence: April 2017 New Business to Boynton Beach: Yes X No Time at Current Location: April 217 Do you have an executed lease agreement: _X _ No If so, monthly base rent: $4004.00 New Business Address (must be within CRA District) Square footage of existing location _1727 Square footage of new location ._ ___ Type of Business: wellness, health, fitness instruction Number of Employees: 12 - Hours of Operation: 6a -9p M -F, S, S PRINCIPA /IVQWNER INFORMAT ION. If more than 4 nrinciaalslowners additional sheets may be used.) 1. Principal/Owner Name: Charles Anzalone Date of Birth: 1/5/1961 Guitot lt ACJ(,: +. ; : 35(N Fed Hwy Boynton Beach FL 33435 canzalon@yahoo.com rhotic 9-17 589 5199 Page 9 of 13 710 North Federal Highway, Boynton Boach, FL 33435 Phone 561-731-3256 Fax 561-737.3258 wnN. &1t t, x)ynlon uitn M7242WI C,A Initials 2. Principal/Owner Name: Date of Birth: 3. Principal/Owner Name: Date of Birth: Current Address: Current Address: LANDLORD INFORMATION Landlord Name: CH Realty/Acquisitions VII LLC 1..andlcird's Mai lit tg Acitirc�sv p_-.3819 MapLe.Ave Dallas TX 75299 Lniidlord Phonr, Are you applying for grant assistance under any other program offered by the CRA (Tier One Businesses only): r" X If yes, what additional programs are you applying for: Are you receiving grant assistance from any other governmental agencies: Y<;: No X If yes, list any additional grant sources and amounts: CERTIFICATION AND WAIVER OF PRIVACY I, the undersigned applicant, certify that all information presented to this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Interior Build - Out Assistance Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Community Redevelopment Agency Commercial Interior Build -Out Assistance Program Rules and Requirements. Page 10 of 13 710 North Federal Highway, Boynton Beach, FL 33435 Phone 561-737-325ti Fax 561-737-3258 V.V.V' f:7t(liltH 1y 11tC 11. )SI1 0004794-1 CA Initials understand that this application Is not a guarantee of grant assistance. Should my application be approved, I understand that the CRA may, at its sole discretion, discontinue subsidy payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer benefiting the furtherance of the CRA mission. I hereby waive my rights under the privacy and confidentiality provision act, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employer or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the CRA to run a credit report as part of this application, and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. give permission to the CRA or its agents to take photos of myself and business to be used to promote the program. understand that if this application and the information furnished in support of the application ars; found to be incomplete, it will not be processed. SUBMISSION OF AN APPLICATPOW @S NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. Page 11 of 13 710 (North Federal Highway, Boynton Beach, FL 33435 Plime 561-737-3256 Fax .561-737.3258 ncn (.; chhoyntc.n.a)I+i 00724;•94- r CA Initials r�Z-O(lo I'iinc.ip,allt wnor's Signature Prinril)ai/Owner's Signature firirafc:d Nar1i�' 3incipal[Owner's Signature Printed Name -,9 j� -- Date! Tido Date: Title Date Title (Votary as to Principal/Owner's Signatures. Multiple notary pages may be used if signing individually. STATE OF _ COUNTY OF BEFORE RAE, an officer duly authorized by law to administer oaths and take a ownedements personally appeared — , who is/are personally known to me or produced _ as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposes mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my han and official seal in the State and County aforesaid on this day of �j ! 20-t--] dqi o4V,it NOTARY PUBLIC My Commission Expires: THERESAUTTERBACK ABY COMMISSION 1 FF 078493 p. EXPIRES: January 11, 2018 r. Sondsd Thru Notary Public Underwriters Page 12 of 13 710 North rcderal Highway, Boynton Beach, FL 33435 Phone 561-737-3256 fax 561-737-3258 NN"Yoton.yim 0072424A -t - __ 2017- Interior Build -Out -Seoul Sister Yoga Inc. dba YogaFit r La rd's Sign mre -- Fabi.-rLRgdriguez,__._ —_ Printed Na1ne Landlord's Signature Printed Name Notary as to Landlord's Signatures. STATE OF G�.r COUNTYOF4_.*P07 6e—e__ r Date Property Manager Title _ — pate Title — BEFORE ME, an officer duly authorized by law to administer oaths and take G2►i - , who is/are personally known to me or 6r6duced as Identification, an ac no� ed he/she executed the foregoing Agreement for the use and purposes mentioned In It and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING i,bave set my hand and official seal in the State and County aforesaid on this �" day of -ice/ 20_ ARY PUBLIC Commission Expires: JUAMA HIRMW x.* MY COMMISSION a FF 172139 oA EXPIRES: ocloWr 28, 2018 " .,,,d10 8WL4dihruB40N0leryServkec Page 13 of 13 710 North Federal Highway, Boynton Beech, FL 33435 Phone 561-737.3256 Fax 561.737.3258 00724249-1 VI tt• PfOOerlt/ RecO rG Owners CH REALTY VII PSREG BOYNTON BEACH LAS VE Property detail Location 1331 S FEDERAL HWY 302 MunlClpallr) BOYNTON BEACH Parcel No. 08434528450010000 Subdivision LAS VENTANAS Book 28776 Page 1084 Sale Date DEC -2016 i 5605 GLENRIDGE DR NE STE 775 Mailing Address t ATLANTA GA 30342 1 378 Use Type 1200 - STORE/OFFICE/RESIDENTIAL Total Square Feet 822044 Sales Information Sales Date Price .F DEC -2016 109350000 Appraisals Tax Year 2016 1!rp•ovement VaWe s0 Land value 50 Total Market value S80,000,000 All values are as of }anuary 1 st each :ear R Assessed/Taxable values Tax Year 2016 1 Assessed 'aa,ue 568,131.888 Exemption Amount so Taxable value 568,131,888 THE SH jOPPVS OF LAS VENTAN S 5 �� 4 'Effective THIS LEASE made and effective this I day of (the Date'), by and between LAS VENTANAS AT BOYNTON BEACH, LTD., a F rida limited partnership (hereinafter referred to as "Landlord') and SEOUL SISTERS YOGA, INC., a Florida corporation (hereinafter referred to as 'Tenant"). 1 INTRODUCTORY PROVISIONS A) Tenant's Name SEOUL SISTERS YOGA, INC. d/b/a: YOGAFIT B) Term: Initial Tenn: The Tenn of this Lease shall commence on the earlier of (a) Tenant's opening for business, or (b) one hundred eighty (180) days following the Delivery Date (the 'Commencement Date') and shall expire on the last day of the ninety-sixth (98"') full calendar month following the Rent Commencement Date (hereafter the 'Expiration Date-) Option Tenn: See Extension Option - Addendum to Lease, C) Tenant Space Number. Address: B-1517 N. Federal Hwy. Boynton Beach, FL 33435 D) Retail Area The Shoppes at Las Ventenas E) S F of Premises. Approximately 1,726 Square Feet, as more particularly described in Section 2 of this Lease F) Rent See Base Rent Schedule - Addendum to Lease G) Rent Commencement Date The earlier of (a) Tenant opening for business, or (b) one hundred eighty (180) days following the Delivery Date. H) CAM Commencement Date. Same as 1(G) above 1) Security DeposiVGuarentor $7,623.18 and Personal Guaranty of Charles Anzalone ("Guarantor') J) Other Sums Payable: Common Area Charges and Tenants Share of Retail Area Expenses. First Year Common Area Charge: $8,630.00, payable $719.17 monthly (plus sales tax and the prorated amount of such Common Area charge based on the actual number of days in the commencement month if the Rent Commencement Date is not the first day of a calendar month) Commencing on the first anniversary of the Rent Commencement Date (provided such anniversary date falls on the first day of the month, otherwise on the first day of the following month) and each anniversary thereafter, the Tenant's Common Area Charge shall increase by five (5%) percent over the previous year's Common Area Charge First year Share of Retail Area Expenses $6,041.00, payable $503.42 monthly (plus sales tax and the prorated amount of such Share of Retail Area Expenses based on the actual number of days in the commencement month of the Rent Commencement Date is not the first day of a calendar month) K) Use Summary Tenant shall use the Demised Premises for the operation of a yoga studio. As part of Tenant Permitted Use, Tenant may sell fitness memberships and offer to its members, personal training services, tanning, therapeutic massage, beverage vending, and sale of supplements Tenant may not use the Premises for any other use or purpose. 2 DEMISED PREMISES a Landlord leases to Tenant and Tenant leases from Landlord that certain premises (the "Demised Premises"), the location of which is depicted on the Site Plan attached hereto as composite Exhibit "A" located within the retail area known as the Shoppes at Las Ventanas (the "Retail Area") The Retail Area is part of a mixed- use development known as Las Ventanas, which is comprised of retail and residential uses, all as shown on Exhibit "A It is understood that the configuration and dimensions of the Demised Premises, as shown on Exhibit "A", and the square footage thereof may vary with field conditions and measurements and Tenant hereby agrees and stipulates that the stated approximate square footage of the Demised Premises listed in Section 1(E) as the square footage of the Demised Premises for all purposes in this Lease and the Demised Premises shall not be remeasured The boundaries and location of the Demised Premises are cross -hatched on a diagram of the Retail Area depicted on Epoch LV-YogaFd Lease (LL 15-26-16) the site plan attached hereto as Exhibit "A". Exhibit "A" sets forth the general layout of the Retail Area and shall not be deemed to be a warranty, representation or agreement on the part of Landlord that said Retail Area will be exactly as indicated on said diagram. Landlord may increase, reduce or change the number, dimensions or locations of the walks, buildings and parking areas as Landlord shall deem proper. Landlord reserves the right to make alterations or additions to, and to build additional stores on, the building in which the Demised Premises are located, and to add buildings adjoining same or elsewhere in the Retail Area. Landlord further reserves the right to acquire additional land within which to expand the Retail Area. b. The use and occupation by Tenant of the Demised Premises shall include the right to the non- exclusive use, in common with others, of automobile parking areas (including designated Retail Area garage parking), utility lines, drainage improvements, retention and detention areas, signs, elevators, stairwells, public areas, driveways, truck and service courts, loading docks, pedestrian sidewalks and ramps, landscaped areas, and other similar facilities located within the Las Ventanas project and designated for common use by Landlord and/or under any Common Area Agreement as such term is herein defined (collectively referred to herein as 'Common Areas'), subject, however, to the terms and conditions of this Lease and to reasonable rules and regulations for the use thereof, as prescribed from time to time by Landlord or in accordance with any Common Area Agreement. Landlord reserves the right to enter into agreements with the owner(s) or tenant(s) (including Landlord or any affiliate of Landlord) of any other property or improvements adjacent to the Retail Area (including all or portions of the Las Ventanas project, irrespective of whether owned by Landlord or any affiliate of Landlord), which may permit the shared use of, or provide for the shared maintenance of, certain facilities (including the Common Areas) located within or upon all or portions of the Las Ventanas project (such agreement(s) being referred to herein as a'Common Area Agreement). 3. LENGTH OF TERM The Initial Tenn of this Lease (the'Term� shall be as set forth in Section 1(B). 4. COMMENCEMENT OF TERM AND POSSESSION a. The Commencement Date shall be the earlier of () Tenants opening for business, or (b) the one hundred eightieth (180") day following the Delivery Data. The Delivery Date shall mean the date which is five (5) days atter the date upon which Landlord delivers the Premises to Tenant in 'AS IS' CONDITION. The Term shall expire on the Expiration Date set forth in Section 1(B). Upon the Commencement Date, Tenant shall execute and deliver to Landlord a written declaration in recordable form stating the Commencement Date and Expiration Date thereof, and certifying that the Lease is in full force and effect and there are no defenses or offsets thereto or stating those claimed by Tenant. b. In the event that Tenant does not open the Demised Prernises for the conduct of its business within ninety (90) days after the Commencement Date as provided above, such failure shall be deemed a default hereunder and Landlord shall be entitled to all remedies as set forth in Section 26 below.. Tenant agrees to submit to Landlord within thirty (30) days from the execution of this Lease code compliant plans and specifications, prepared by a licensed Florida architect covering all work which Tenant proposes within the Demised Premises (herein referred to as 'Tenant Improvements? to do at Tenant's sole cost and expense in the Dernised Premises. Such plans and specifications shall be prepared in such detail as Landlord and any applicable governmental authonties may require and Tenant agrees not to commence Tenant Improvements until Landlord and such governmental authorities have approved such plans and specifications in writing, with such Landlord's approval not to be unreasonably withheld or delayed, Within five (5) days following approval by Landlord, Tenant agrees to submit plans and specifications to the appropriate governmental authority for the issuance of a building permit. In the event Tenant fails to submit such plans and specifications to Landlord as aforesaid, such failure shall be deemed a default hereunder and Landlord shall be entitled to all remedies as set forth in Section 26 below. C. Tenant accepts the Demised Premises in its present 'AS -IS' condition, with no obligation of Landlord to make any improvements to the Demised Premises. By accepting the Demised Premises, or try installing factures, facilities or equipment or performing finishing work and Tenant Improvements, Tenant shall be deemed to have accepted the Demised Premises and to have acknowledged that the Demised Premises are in the condition required by this Lease d. Tenant Improvements shall be perforated by a licensed and insured contractor approved by Landlord in its reasonable discretion. Tenant shall procure all permits, hcerses and other auVwnzations required for the lawful and proper undertaking of Tenant Improvements. Tenant shall assume full responsibility for compliance with any laws, codes or regulations, including associated costs for same, in connection with Tenant Improvements. The following items must be submitted to Landlord's representative prior to commencement of Tenant Improvements: i, final and complete set of Landlord -approved constriction documents that will be used for obtaining a building permit and for construction purposes; a copy of the building permit iii. a copy of a Certificate of Insurance from Tenant's general contractor naming the Landlord and property manager as additional insureds, and iv. a list of all subcontractors from Tenants general contractor who will be providing materials and/or services to Demised Premises. e. Prior to commencement of construction, Tenant must either procure a construction dumpster for the disposal of all construction materials or, at the direction of Landlord, utilize only those dumpsters as designated by Landlord for the disposal of construction debris. The Retail Area dumpster may not used for this purpose f. Tenant shall keep the Demised Premises and the improvements thereon at all times during the term hereof free of construction liens and other liens of like nature and at all times shall fully protect and hold Landlord harmless against all such liens or claims and against all attomey's fees and other costs and expenses arising out of or as a result of any such lien or claim. Under Florida Section 713.10, Florida Statutes, the interests of Landlord in the Demised Premises, the Retail Area or the improvements thereon, shall not be subject to liens for any improvements made by or on behalf of the Tenant and no one acting by, through or under the Tenant may file any lien against the Epoch LV-YogaFit Lease (LL 6-2616) 2 Demised Premises or the Retail Area All parties with whom Tenant may deal are put on notice that Tenant has no power to subject Landlord's interest to any mechanics' or materialmen's lien of any kind or character, and all such persons so dealing with Tenant must look solely to the credit of Tenant, and not to Landlord's said interest or assets Tenant shall provide written notice to each contractor, subcontractor, materialman, mechanic and laborer performing work in the Demised Premises of the foregoing. A copy of such notice shall be sent to Landlord. Landlord may record a memorandum of this Lease in the public records. In the event a lien is filed against Landlord's interest in the Demised Premises, Landlord, at its option, may pay all or any part of such lien or claim, and any such payments, together with interest thereon at the rate of 18% per annum from the time of such payment by Landlord until repayment by Tenant, shall be paid by Tenant as Additional Rent upon demand, and H not so paid, shall continue to bear interest at the aforesaid rate until paid in full. USE OF PREMISES; OPENING COVENANT AND COVENANT OF CONTINUOUS OPERATION a. Tenant shall use the Demised Premises solely for the purpose set forth in Section 1(IQ, and shall not use or permit the use of the Demised Premises for any other business or purpose. In no event shall the Demised Premises be used in violation of the exclusive use restrictions or use prohibitions contained in Exhibit "C" attached hereto. Landlord represents and warrants to Tenant that Exhibit "C" contains all of the exclusive use restrictions and use prohibitions that are applicable to the Demised Premises on the Effective Date. Tenant shall operate its business within the Demised Premises in a first-class, dignified and reputable manner, in conformity with the highest standards of practice prevailing in such field of business and among merchants engaged in the same or similar business Tenant shall light its signs and display windows during the minimum hours of operation as otherwise designated by Landlord from time to time. b. Tenant shall not do or suffer to be done, any act, matter or thing objectionable to the fire insurance companies whereby the fire insurance or any other insurance now in force or hereafter to be placed on the Demised Premises or any part thereof, or on the building of which the Demised Premises may be a part, shall become void or suspended, or whereby the same shall berated as a more hazardous risk than existed on the date of this Lease- In case of a breach of this covenant, in addition to all other remedies of Landlord hereunder, Tenant agrees to pay to Landlord as Additional Rent any and all increases in insurance premiums maintained by Landlord on the Demised Premises, or any part thereof, or on the building of which the Demised Premises may be a part, caused in any way by the occupancy of Tenant. C. Tenant shall open the Demised Premises on or before the Commencement Date and continuously during the full term of this Lease and every extension thereof keep the entire Demised Premises occupied and open for business during the minimum hours established by Landlord, plus any additional hours for the Retail Area as set by the Landlord from time to time d. In the event that the Demised Premises shall, at any time during the Term of this Lease be closed for business to customers (except for periods of damage, destruction, force majeure or remodeling) for any period of ten (10) consecutive days or more, then, at any time thereafter Landlord may, at its election terminate this Lease by giving Tenant notice thereof and the Term of this Lease shall terminate on the thirtieth (30� day after the giving of such notice by Landlord. 6. RENTAL a. BASE RENTAL: Tenant covenants and agrees to pay Landlord base rent ("Base Rent") as set forth in Section 1(F) (together with Sales Tax (as hereafter defined) thereon), payable in equal monthly installments without notice, deduction or set -offs, on the first day of each calendar month during the term hereof. Such Base Rent shall commence on the Rent Commencement Date of this Lease as defined in Section 1(G) (the "Rent Commencement Date"), Tenant shall be responsible to pay all Sales Tax in conjunction with the payment of any Base Rent and Additional Rent. "Sales Tax' means all Florida state, county, and/or municipal sales, use, or similar taxes, and surcharges and all other local option surtaxes and/or surcharges assessed upon or in relation to Base Rent, Additional Rent and all other sums of money or considerations due and payable to Landlord by Tenant or any other person who is occupying, using, or entitled to use the Demised Premises at the tax rates In effect from time to time during the Lease Tenn together with interest and penalties thereon, if any. The first rental payment amount hereunder shall include, in addition to one full month's advance rent, a prorated amount applicable to the period from the Rent Commencement Date to the first day of the following month, if the Rent Commencement Date is other than the first day of the month. The Base Rent under this Section shall be adjusted annually pursuant Section 1(F) of the Lease. b. TIME AND PLACE OF PAYMENT: Tenant shall promptly pay all Rent and other charges due hereunder and render all statements herein prescribed at the office of the Landlord or Landlord's agent, Las Ventanas Accounting c/o Epoch Management, 359 Carolina Avenue, Winter Park, Florida 32789, or to such other person or corporation, or at such other place as shall be designated by Landlord in writing, on or before the designated due date. If Landlord shall pay any monies or incur any expenses in correction of any violation of any covenant of Tenant herein set forth, the amounts so paid or incurred shall, at Landlord's option and on notice to Tenant, be considered Additional Rent (as such term is hereinafter defined) payable by Tenant with the first installment of Rent thereafter to become due and payable and may be collected or enforced as by law provided in respect of rentals. In the event any monthly Rent payment is not paid within three (3) days after it is due, Tenant agrees to pay a late charge of ten percent (10%) of the amount of the payment due. Tenant further agrees that the late charge imposed is fair and reasonable, complies with all laws, regulations and statues, and constitutes an agreement between Landlord and Tenant as to the estimated compensation for costs and administrative expenses incurred by Landlord due to the late payment of Rent by Tenant. Tenant further agrees that the late charge assessed pursuant to this Lease is not interest, and the late charge assessed does not constitute a lender or borrower/creditor relationship between Landlord and Tenant, and may be treated by Landlord as Additional Rent owed by Tenant SECURITY DEPOSIT a. Simultaneously with the execution of this Lease, the Tenant shall deposit with the Landlord the Security Deposit as set forth in Section 1(I) to be held as collateral security for the payment of any rentals and other sums of money payable by Tenant under this Lease, and for the faithful performance of all other covenants and agreements of Tenant hereunder. To the extent not applied by Landlord towards the cure of any Tenant defaults under the Lease; the amount of said deposit, without interest, shall be repaid to Tenant within thirty (30) days after Epoch LV-Yogafft Lease (LL 8-26.16) the termination of this Lease and any renewal thereof. Upon any default by Tenant hereunder all or part of said deposit may, at Landlord's sole option, be applied on account of such default, and thereafter Tenant shall within five (5) business days restore the resulting deficiency in said deposit. Should Landlord retain said deposit on account of default, the deposit shall in no way be construed as liquidated damages, and Landlord reserves its right to seek any additional damages sustained from default by Tenant. b. Landlord may deliver the funds deposited hereunder by Tenant to the purchaser of Landlord's interest in the Demised Premises in the event that such interest be sold and thereupon Landlord shall be discharged from arty further liability with respect to such deposit, and this provision shall also apply to any subsequent transfers. C. In addition to the Security Deposit set forth above, Tenant shall cause the Personal Guaranty attached hereto as Exhibit "D" to be executed, guarantying the payment and performance of Tenant's obligations under this Lease pursuant to the terms and conditions set forth in the Personal Guaranty. Notwithstanding anything contained in this Lease to the contrary, this Lease shall not be binding on Landlord until the Personal Guaranty is delivered to Landlord futly executed by Guarantor(s). TENANT'S PROPORTIONATE SHARE For purposes of this Lease, Tenant's Proportionate Share shall be determined by dividing the gross floor area of the Demised Premises by the gross leasable ground floor area of all of the buildings owned by Landlord in the Retail Area, as the same may be increased or decreased from time to time. COMMON AREA AND FACILITIES a. All Common Areas, as defined in Section 2(b), shall at all times be subject to the exclusive control and management of landlord or as otherwise provided in a Common Area Agreement, and Landlord (or any other owner of all or portions of the Las Ventanas project) shall have the right from time to time to change the area, level, location and arrangement of such Common Areas to restrict parking by tenants and their employees to employee parking areas, and to make rules and regulations pertaining to and necessary for the proper operation and maintenance of the Common Areas. Landlord shall also have the right from time to time to establish, change, alter, amend, and enforce against Tenant and other users of the Common Areas such reasonable rules and regulations (including the right to restrict the areas within which Tenant's employees may park) as in its reasonable opinion are necessary or advisable for the proper and efficient operation and maintenance of the Common Areas and enter into Common Area Agreements (including Declarations of Covenants and Restrictions) which shall allocate responsibility for maintenance of the Common Areas to third -parties (including property owner's associations) which may or may not be affiliated with Landlord. The rules and regulations may include, without limitation, the hours during which the Common Areas shall be open for use. b. In addition to the Base Rent set forth in Section Sa above, Tenant will pay to Landlord as Additional Rent hereunder Tenant's Common Area Charge and Tenant's Proportionate Share of all Retail Area Expenses as defined in Section gc below, together with Sales Tax thereon. Tenant's Common Area Charge/Proportionate Share of Retail Area Expenses: (i) During the Term and any extended term of this Lease, Tenant shall pay to Landlord without demand, offset or deduction, in advance on the first day of each month, a sum equal to one -twelfth (1/12) of the Tenant's annual Common Area Charge, which payment represents Tenartt's share of Landlord's cost (or contribution) to operate, manage, maintain, replace and repair the Common Areas, including dumpster service. The Common Area Charge from the Rent Commencement Date through the end of the first lease year shall be the annual charge as set forth in Section 1(J) of this Lease. Beginning on the first anniversary of the Rent Commencement Date, and on each subsequent anniversary of the Rent Commencement Date thereafter, Tenant's Common Area Charge shall be increased over that amount due for the preceding lease year by five percent (5%). Tenant acknowledges and agrees that Tenant's Common Area Charge is an agreed-upon amount, adjusted annually by fixed percentage and not subject to actual costs; it is non -contestable, not subject to review and subject only to the adjustment as set forth in this Section. Tenant shall have no right to audit Landlord's books and records (ii) During the Tenn and any extended tens of this Lease, Tenant shall pay to Landlord without demand, offset or deduction, in advance, on the first day of each month, one -twelfth (1/12) of Tenant's Proportionate Share of Retail Area Expenses (as described below) based upon the percentage specified in Section 1(J). Tenant's Proportionate Share of Retail Area Expenses from the Rent Commencement Date through the end of the first lease year shall be the annual charge as set forth In Section 1(J) of this Lease. Thereafter, Tenant's Proportionate Share of Retail Area Expenses shall increase in proportion to increases in Landlord's Retail Area Expenses. Notification to Tenant of increases in Tenant's Proportionate Share of Retail Area Expenses shall include verification copies of invoices evidencing such increases If, at any time, the amount of Retail Area Expense payable during the then -current lease year shall not have been determined by the Landlord, then the amount payable by Tenant shall be the same monthly amount paid by Tenant for the immediately preceding lease year. When the amount of such Retail Area Expense for the then current lease year shall be determined by Landlord, Tenant shall pay to Landlord such cumulative adjustment upon presentation of a statement therefor by Landlord. Retail Area Expenses shall mean those Las Ventanas project expenses allocated to the Retail Area by Landlord or pursuant to any Common Area Agreement, and shall include, but shall not necessarily be limited to Taxes and Insurance (as herein defined), Common Area utility charges, and the cost of services (if any) used to protect the Retail Area from damage to property, vandalism, theft or injuries to persons (Tenant acknowledges that as of the date of this Lease, no such services exist), and Tenant expressly acknowledges that if Landlord, from time to time, elects to provide such services, Landlord shall not be deemed to have warranted the efficiency of any personnel, services, procedures or equipment, and Landlord shall not be liable in any manner for the actions, inactions or failure of any such personnel, services, procedures or equipment to prevent or control loss or damage to property or injury or loss of life, or responsible to apprehend anyone suspected of personal injury or property damage in, on, or around the Retail Area) (iii) Notwithstanding anything contained in this Lease to the contrary, Tenant acknowledges and agrees that it is intended that this Lease be a completely net lease for Landlord, that Landlord shall not be responsible during the Term or any extended term for the payment of any costs, charges, expenses and outlays of any nature whatsoever arising from or relating to the Premises, Tenant's use of the Premises, or the Common Area. Epoch LV-yogaFit Lease (LL 8-2618) d. Notwithstanding anything contained in this Section 9 or elsewhere in this Lease to the contrary, Landlord may, upon thirty (30) days notice to Tenant, convert the method by which it is reimbursed for its costs to operate, manage, maintain, replace and repair the Common Areas in accordance with the following: Tenant shall pay Landlord, as Additional Rent, its Proportionate Share of Landlord's annual actual 'Operating Costs' (as herein defined), in equal monthly installments on or before the first day of each calendar month in an amount estimated by Landlord, without demand, offset or deduction, together with Sales Tax thereon. Such amount shall be estimated by Landlord in accordance with a budget delivered to Tenant with Landlord's notice of its election to convert to the aforesaid formula. If there shall be any increase or decrease in the Operating Costs for any year, whether during or after such year, Landlord shall furnish to Tenant a revised budget, and the estimated Operating Costs payments by Tenant shall be adjusted and paid or credited, as the case may be. Within one -hundred twenty (120) days of the end of such twelve (12) month period, Landlord will furnish to Tenant a statement showing in reasonable detail the amount of Landlord's actual Operating Costs for the preceding period. Tenant shall either receive a credit or be assessed an additional sum based upon the difference between Tenant's Proportionate Share of Landlord's actual Operating Costs and the estimated payment received by Landlord from Tenant during said year. Any additional sum owed by Tenant to Landlord shall be paid within ten (10) business days of receipt of the assessment, and any refund owed by Landlord to Tenant shall be credited towards Tenant's next month's rental payment. Landlord's failure or delay in providing such statement within such 120 day period shall in rto way excuse Tenant from its obligation to pay its Proportionate Share of Common Area Operating Costs in accordance with this Section 9d. For purposes hereof, 'Operating Costs" shall mean all costs and expenses incurred by Landlord in managing, operating, maintaining, insuring, repairing and securing the Common Areas, as allocated to the Retail Area by Landlord or pursuant to any Common Area Agreement. 10. PUBLIC UTILITIES In addition to all rentals herein specified, Tenant shall pay for all utilities, in connection with the Demised Premises, and all sewer charges, as and when the charges therefore shall become due and payable Furthermore, it shall be expressly understood that Landlord shall be responsible for paying only those utility and traffic impact fees attributable to use of the Demised Premises as a standard dry retail use (as opposed to a restaurant, laundry, hair salon or other use which consumes excess water) imposed in connection with the initial development of the Retail Area. If Tenant's use of the Demised Premises or any improvements thereto require the payment of additional utility or traffic impact fees, Tenant is solely responsible for such additional fees. Tenant shall reimburse Landlord, on a monthly basis, within fifteen (15) days following the date of Landlord's invoice, for the following: (1) the cost of water consumed within the Demised Premises; and (ii) Tenant's prorate share of the additional cost of dumpster service over that already included in the Common Area Charge, as allocated by Landlord based upon the number of tenants utilizing the dumpster and taking into consideration the amount of trash generated by such tenants. Landlord will make the allocations of dumpster service in good faith. If provision is made by the Landlord for trash removal by a contractor, the Tenant agrees to use said contractor for its trash removal and to pay when due (either directly to such contractor or indirectly through the Landlord) all charges at the rate established therefor from time to time. The Landlord reserves the right to charge the Tenant for the cost of any extraordinary trash or garbage removal required by the Tenant, including such removal as may be required in connection with the commencement or termination of Tenant's business in the Demised Premises. Tenant's electric service shall be separately metered and paid directly by Tenant to the utility providing such service. In the event Tenants use of the Demised Premises requires electrical capacity in excess of that existing in the Demised Premises on the Effective Date, Tenant shall be responsible for any costs incurred by Landlord to upgrade the electrical service for the Building to accommodate Tenant's excessive electrical consumption. 11. TAXES As used herein, the term 'Taxes" shall mean and include all real estate taxes, any other taxes, assessments, special assessment or district taxes or assessments, license and permit fees, municipal service fees, charges for any easement maintained for the benefit of the Demised Premises be levied, assessed, or imposed in connection with the use, occupancy or possession of, or become due and payable out of, or for, the entire Retail Area or any part thereof, and any land, buildings or other improvements therein, including interest on installment payments and all costs and fees (including reasonable attorneys' fees) incurred by Landlord in contesting Taxes, assessments and/or negotiating with public authorities with respect to the same. Landlord shall pay or cause to be paid (subject to the provisions regarding contributions by Tenant herein set forth) all Taxes which may be levied, assessed or imposed by the lawful tax authorities against the land, buildings or other improvements in the entire Retail Area. The official tax bill or bills, as the case may be, issued by such lawful taxing authorities shall be conclusive evidence as to the amount of any such tax (or installment thereof) levied, assessed or imposed upon the Retail Area On or before the first day of each month during the Term of this Lease, as the same may be renewed or extended, Tenant shall pay to Landlord, as Additional Rent and as part of Tenant's Proportionate Share of Retail Area Expenses, 1/12 of its Proportionate Share of all Taxes levied, assessed or imposed upon the Retail Area during each tax year. If the Retail Area is not separately taxed from other portions of the Las Ventanes project, Tenant agrees to accept the allocation of such taxes to the Retail Area as determined by Landlord in its reasonable discretion. If on the first day of the month in question the amount of any Tax payable during the then current tax year shall not have been determined by the taxing authorities, then the amount payable by Tenant shall be based on a good faith estimate by Landlord. Tenant shall have no obligation to pay any portion of Taxes over and above the amount of Taxes if paid utilizing the earliest discount applicable and shall have no obligation to pay any penalties relating to Landlord's failure to pay the Taxes 12. INSURANCE The Landlord will pay in the first instance all premiums for fire, flood, windstorms, terrorism, extended coverage, liability casualty insurance upon the Retail Area, cost of workmen's compensation and other insurance carried on or with respect to the Common Areas (collectively 'Insurance'); provided, however, the foregoing is not a representation as to the type, amount or limits of coverage which Landlord shall maintain with respect to the Retail Area. Tenant shall pay Tenants Proportionate Share of such Insurance premiums, together with any insurance deductibles paid or incurred by Landlord as a result of an insurable event, as part of Tenant's Proportionate Share of Epoch LV-YogeFO Lease (LL 8-26-16) 5 Retail Area Expenses set forth in Section 9 above. If Landlord elects to insure the entire Las Ventanas project under a single policy or policies of insurance, Tenant agrees to accept Landlord's allocation of the cost of such policy(s) to the Retail Area. 13. ADDITIONAL RENT For the purpose of this Lease, Tenant's Common Area Charge, and Proportionate Share of Retail Area Expenses and any other monetary obligations due under the Lease, shall sometimes be collectively referred to as "Additional Rent'. The Base Rent and Additional Rent shall herein sometimes be collectively referred to as the "Rent". 14. REPAIRS Landlord will keep the foundation, exterior walls and roof of the Demised Premises (excepting any work done by Tenant and excepting any plate glass, which are the responsibility of the Tenant) in proper watertight condition and repair, provided that in each case Tenant shall have given Landlord prior written notice of the necessity of such repairs. The cost of such repairs performed by Landlord shall be included in the Tenant's Proportionate Share of Common Area Charges set forth in Section 9c of this Lease. Tenant will keep the interior of the Demised Premises, together with all fixtures and all electrical, plumbing, heating, air conditioning and other mechanical equipment whether located within or on the roof of the Demised Premises, all doors, and all plate glass and door and window glass, in good order and proper repair (including replacement of such items) at its own expense, using materials and labor of kind and quality equal to the original work, and will surrender the Demised Premises at the expiration or earlier termination of this Lease in as good condition as when received, excepting only deterioration caused by ordinary wear and tear and damage by fire or other casualty of the kind insured against in standard policies of fire insurance with extended coverage. Tenant shall be responsible for protecting the Demised Premises from all weather related events, including hurricanes, and shall be responsible for the installation of hurricane protection over the plate glass and doors. The installation of any weather protection, such as hurricane shutters, shall be performed in accordance with Section 15. Except as herein provided, Landlord shall have no obligation to repair, maintain, replace, alter or modify the Demised Premises or any part thereof, or any plumbing, heating, electrical, air conditioning or other mechanical Installation whether located within or on the roof of the Demised Premises. Under no circumstances shall Landlord be obligated to repair, replace or maintain any plate glass or door or window glass. In furtherance of Tenant's obligation to maintain, repair and replace heating, air conditioning and other mechanical equipment in or serving the Demised Premises, Tenant agrees to obtain and keep in full force during the term of the Lease, or any renewal thereof, a maintenance, repair and service contract on such equipment with a contractor satisfactory and approved by Landlord and to provide Landlord with a copy of same. In the event Tenant fails to do so, Landlord, at its discretion, may enter into a contract for the performance of maintenance, repair and service on the HVAC system serving Tenants Premises, the expenses of which shall be paid by Tenant as Additional Rent. Except as specifically set forth in the Addendum to Lease, Tenant, its agents, employees, or contractors shall not enter onto the roof of the Building without the express prior consent of Landlord or its Building Manager. Landlord specifically reserves the right to require Landlord's roofing contractor to perform any work required to be performed by Tenant with respect to any equipment on the roof of the Building or, with respect to the maintenance, repair or replacement of any HVAC equipment located on the roof of the Building. Landlord reserves the right to have an agent of its roofing contractor present during the performance of such work so that Landlord's roof warranty is in no way deemed invalid or void. Tenant shall cause its HVAC contract to include the foregoing requirement. 15. TENANTS RIGHT TO MAKE ALTERATIONS Tenant covenants and agrees that it will not apply for any permits, or make any alterations, improvements or additions to the Demised Premises, including storefronts, during the term of this Lease or any extension thereof without first obtaining the written consent of the Landlord which as to non-structural alterations and Improvements, or alterations and improvements which do not affect the mechanical, electrical, life safety, plumbing or other building systems, shall not to be unreasonably withheld or delayed. Tenant will not cut or drill into, or secure any fixture, apparatus or equipment of any kind to any part of the Demised Premises without first obtaining the written consent of the Landlord. Landlord reserves the right to impose any reasonable rules and regulations it deems necessary upon Tenant with respect to the performance of any alterations to the Demised Premises. All alterations, improvements and additions made by Tenant as aforesaid shall remain upon the Demised Premises at the expiration or earlier termination of this Lease and shall become the property of Landlord, unless Landlord shall, prior to the termination of this Lease, have given written notice to Tenant to remove same, in which event, Tenant shall remove such alterations improvements and additions and restore the Demised Premises to the same good order and condition in which it was at the commencement of this Lease. Should Tenant fail to do so, Landlord may do so, collecting, at Landlord's option, the cost and expense thereof from the Tenant as Additional Rent. 16. COVENANTS OF TENANT a. Tenant covenants and agrees that it will perform all agreements herein expressed on its part to be performed, and that it will promptly, upon receipt of written notice of non-performance thereof, except for non- payment of Rent more than twice in any calendar year for which no subsequent notice is required, comply with the requirements of such notice within ten (10) days. Landlord shall have the right but not the obligation, upon ten (10) days prior mitten notice to Tenant (or without notice in case of emergency or in order to avoid any fine, penalty, or cost which may otherwise be imposed or incurred), to make any payment or perform any act required of Tenant under any provision in this Lease, and in exercising such right, to incur necessary and incidental costs and expenses, including reasonable attorney's fees. All payments made, and all costs and expenses incurred in connection with Landlord's exercise of the rights set forth herein, shall be reimbursed by Tenant within ten (10) days after receipt of a bill setting forth the amounts so expended, together with a service charge of fifteen (15%) percent of such amounts expended, as Additional Rent. b. Tenant shall comply with any and all requirements of any public authorities, state or federal statutes, local laws, ordinances, or regulations and any matters of record including, but not limited to all maintenance, operation andlor operation easement agreements affecting the Demised Premises, Common Areas or the Retail Area, applicable to Tenant or to the Demised Premises, and Tenant agrees to indemnify and hold Landlord harmless from penalties, fines, costs, expenses or damages resulting from Tenants failure to do so. Landlord shall comply with any and all requirements of any public authorities, state or federal statutes, local laws, ordinances, or regulations Epoch LV-YogeFit Lease (LL 6-2616) 6 and any matters of record including, but not limited to all maintenance, operation and/or operation easement agreements affecting the Common Areas. C. Tenant shall comply with all reasonable rules and regulations of Landlord in effect at the time of the execution of this Lease or at any time or times, and from time to time promulgated by Landlord, as Landlord in its reasonable discretion shall deem necessary in connection with the Demised Premises, the Retail Area or the building of which the Demised Premises are a part. A copy of the Rules and Regulations are attached hereto as Exhibit "F" d Tenant shall be responsible for and pay before delinquency all municipal, county or state taxes assessed during the term of this Lease against any leasehold interest or personal property of any kind, owned by or placed in, upon or about the Demised Premises by Tenant 17. SIGNS Tenant will not exhibit, inscribe, paint or affix any sign, (neon or otherwise), advertisement, film, window tinting or graphics, notice or other lettering on any part of the outside of the Demised Premises or in the windows of the Demised Premises, or on the building of which the Demised Premises are a part, or inside the Demised Premises if visible from the outside, without first obtaining Landlord's written approval thereof, not to be unreasonably withheld or delayed. Tenant shall comply with Landlord's Uniform Sign Plan attached hereto as Exhibft "E", as may be amended from time to time, with respect to any signage installed within the Demised Premises or upon the Retail Area. Tenant further agrees to maintain such sign, lettering, etc., as may be approved by Landlord in good condition and repair at all times. Tenant, upon expiration or termination of this Lease, shall remove all signs installed from the demised Premises, including all outside signage. 18. RIGHTS OF LANDLORD Landlord reserves the following rights with respect to the Demised Premises: a. Upon at least twenty-four (24) hours prior notice to Tenant (except in the event of an emergency when no prior notice is required), by itself or its duly authorized agents, to go upon and inspect the Demised Premises and every part thereof and at its option to make repairs, alterations and additions to the Demised Premises or the building of which the Demised Premises are a part. b. To display a "For Rent' sign after notice from either party of intention to terminate this Lease, or at any time within six (6) months prior to the expiration of this Lease. All of such signs shall be placed upon such part of the Demised Premises as Landlord shall require, except on display windows or door leading into the Demised Premises. Prospective purchasers or tenants authorized by Landlord may inspect the Demised Premises at reasonable hours at any time. C. To collect all rents, as well as any Additional Rent and any other charges due Landlord by Tenant, from any receiver, debtor in possession, or trustees which may be appointed for the account of Tenant. d. Tenant agrees that Landlord shall have the right to relocate the Tenant to a different location within the Retail Area provided that: Landlord gives Tenant sixty (60) days prior written notice; ii. Base Rent and those components of Additional Rent which are based on square footage shall be adjusted to reflect the square footage of the relocation premises, provided, however, in no event shall (A) the relocation premises be less than 1,700 square feet, and (B) Tenant be required to pay Rent on more than 1,726 square feet, even if the relocation premises is larger than 1,726 square feet. iii. Landlord shall provide improvements within the relocation premises substantially the same as the Demised Premises; iv. Landlord reimburses Tenant for the reasonable and actual expenses associated with the relocation upon Landlord's receipt of invoices evidencing the same, V. The terms and conditions of this Lease shall remain unchanged unless otherwise agreed by the parties; and vi. Landlord shall use its best efforts to minimize and/or avoid any disruption and/or suspension of Tenant's operations during the relocation. e. To redevelop the Retail Area either in whole or the majority of the land or buildings comprising the Retail Area, and If so, Landlord may terminate this Lease on a date certain provided that Landlord gives Tenant no less than twelve (12) months prior written notice of the termination of this Lease. 19. DAMAGE TO PREMISES If, during the Term hereof, the Demised Premises are damaged by reason of fire or other casualty, Tenant shall give immediate written notice thereof to Landlord. Subject to the prior rights of any mortgagee, Landlord shall restore the Demised Premises to substantially the same condition they were in immediately before said destruction. If, in Landlord's reasonable opinion, the restoration can be accomplished within one hundred eighty (180) days following issuance of a building permit for reconstruction (of which Landlord shall use diligent efforts to obtain), such destruction shall not terminate this Lease, and this Lease shall continue in full force and effect. If, in Landlord's reasonable opinion, (i) the restoration cannot be performed within such 180 -day period or (ii) such damage is not covered by insurance carried by Landlord or if Landlord's mortgagee does not make sufficient Insurance proceeds available for full and complete restoration, Landlord may terminate this Lease upon ten (10) days written notice to Tenant. Rent shall be abated during the period in which the Demised Premises (or portion thereof on a prorated basis) are rendered untenantable as a result of such damage. Should Landlord elect to terminate this Lease, the entire insurance proceeds shall be and remain the outright property of Landlord, subject to the prior rights of any Epoch LV-YogaFit Lease (LL 8-26-16) mortgagee and except any proceeds received from Tenant's insurance for Tenant's property, or proceeds received from Tenant's business interruption insurance, if any. In the event that 50% of more of the gross leasable area of the Retail Area has been damaged or destroyed by fire or other casualty regardless of the extent of damage or destruction of the Demised Premises, Landlord shall have the right to terminate this Lease provided that notice thereof is given to Tenant not later than ninety (90) days after such damage or destruction. 20. INDEMNIFICATION, PUBLIC LIABILITY INSURANCE OTHER INSURANCE Indemnification. i. Tenant shall indemnify and save harmless Landlord and Landlord's managing agent from and against all claims of whatever nature arising from any act, omission or negligence of Tenant, or Tenant's contractors, licensees, invitees, agents, servants, or employees, or arising from any accident, injury, or damage whatsoever caused to any person, or to the property of any person, or from any violation of applicable law. This indemnity and hold harmless agreement shall include indemnity against all costs, expenses and liabilities incurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof and shall survive the expiration or earlier termination of this Lease. b. Insurance. Throughout the Lease Term, Tenant shall, at its We cost and expense, maintain in full force and effect the following types and amounts of insurance coverage: i. Liability Insurance. Tenant shall provide and keep in full force and effect a policy or policies of business automobile liability insurance for owned, hired and non -owned vehicles, in an amount of not less than $1,000,000.00, and commercial general liability (including contractual) and property damage insurance with each providing coverage against liability for personal injury, death and property damage having a combined single limit of not less than One Million Dollars ($1,000,000.00) with respect to Injuries, deaths or damage in any one occurrence, $2,000,000.00 general aggregate and $2,000,000.00 completed operations aggregate, combined with umbrella/exoess liability coverage of $5,000,000.00 each occurrenoetaggregate. Said Insurance, and any and all other liability insurance maintained by Tenant in excess of or in addition to that required hereunder, shall include, without limitation, protection for, and, in addition to Tenant, shall name as an additional insured, any property owner's association of which Landlord gives notice to Tenant, Landlord, its managing agent, and any lender or ground landlord hereafter holding any interest in Retail Area, the effect of which will insure such parties in respect of any and all loss or liability resulting from personal injury, death or property damage arising or occurring upon, or in connection with, or by reason of the use and occupancy of the Demised Premises or the operation of the business conducted by Tenant within and from the Demised Premises. Landlord reserves the right to specify higher liability limits or additional insurance coverage from time to time to meet reasonably anticipated loss exposure, or to reflect changes in the value of the Demised Premises. ii. Workers' Compensation Insurance. Tenant shall provide and keep in full force and effect workers' compensation insurance, in a form and with coverage limits not less than as prescribed by the laws of the State of Florida, and employers' liability insurance in the minimum amount required by law. iii. Property Damage Insurance. Tenant shall provide and keep in full force and effect a policy of `AII Risk" Insurance (as understood in the insurance industry) including fire and extended coverage insurance In an amount adequate to cover the replacement cost of Tenant's Work and all other interior improvements made by Tenant in the Demised Premises and Tenant's trade furfures, inventory and other contents located in the Demised Premises from time to time covering loss occasioned by fire, vandalism, malicious mischief, sprinkler leakage and other hazards and/or casualties including special extended coverage and sald insurance shall include coverage against water damage to the contents of the Demised Premises and personal property of Tenant including all of Tenant's personal property whether affixed or non -affixed to the Demised Premises. iv. Business Interruption Insurance. Tenant shall provide, keep and maintain business interruption insurance in amounts sufficient to prevent Tenant from becoming a coinsurer thereof, and insuring that the Rent will be paid to Landlord for a period of at least one (1) year following any fire or other casualty, the elements, civil commotion or riot, or any other cause, whether insured or uninsured. Such business interruption insurance shall contain standard fire and extended coverage insurance with vandalism and malicious mischief endorsements. v- Plate Glass Insurance. Tenant shall keep and maintain in force during the Term hereof, plate glass insurance (or as may be covered under Tenant's Property Damage Insurance policy) upon windows and doors in the Premises in amounts which reasonably assure that there will be sufficient proceeds to replace all plate glass in the windows and doors in the Premises. vi. Other Insurance. Such other insurance and in such amounts as may be required by Landlord against other insurable hazards (including environmental hazards) as at the time are commonly insured against by prudent owners of comparable business operations. All insurance policies required to be carried by Tenant as provided in this Section 20 shall be issued by fiscally responsible insurance companies (having a Best Rating of not less than A+VIII) authorized and licensed to do business in the State of Florida and shall be for periods of not less than one year. Tenant shall renew the same at least thirty (30) days prior to the expiration thereof. All such policies shall include the insurer's unconditional agreement to provide not less than thirty (30) days' written notice to Landlord prior to any cancellation thereof or any change reducing coverage thereunder. 21. WAIVER OF CLAIMS Tenant waives all claims it may have against Landlord for damage to property sustained by Tenant or resulting from any accident within the Retail Area, resulting directly, or indirectly from any act or omission of Landlord or resulting from any peril required to be insured against under this Lease, regardless of cause or origin. All property belonging to Tenant that is in the Demised Premises will be there at the risk of Tenant only, and Landlord will not be liable for damage to or theft of or misappropriation of such property, nor for any damage to property resulting from Epoch LV-YogaFlt Lease (LL 6-26-16) 8 any causes whatsoever. Tenant will give prompt written notice to Landlord in the manner provided in this Lease in case of fire or accidents in the Demised Premises or in the Retail Area. Tenant agrees to include in the insurance policies which Tenant is required by this Lease to carry in accordance with Section 20 above, to the fullest extent permitted by law, a waiver of subrogation against Landlord and Landlord's managing agent. Landlord will not be required to maintain insurance against thefts within the Demised Premises or the Retail Area. 22. TRADE FIXTURES All trade fixtures installed by Tenant in the Demised Premises shall remain the property of Tenant and shall be removable at the expiration or earlier termination of this Lease or any renewal or extension thereof, provided Tenant shall not at such time be in default under any covenant or agreement contained in this Lease; and provided further that in the event of such removal, Tenant shall promptty restore the Demised Premises to their original order and condition. Lighting fixtures, flooring, plumbing fixtures and air conditioning equipment, whether or not installed by Tenant, shall not be removable at the expiration or earlier termination of this Lease or at the expiration of any renewal or extension thereof, and shall become the property of Landlord. The foregoing provisions are subject to that certain Addendum to Lease No. 2 attached hereto. 23. ASSIGNING, MORTGAGING, SUBLETTING a. Tenant agrees not to assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the whole or any part of the Demised Premises, or permit the use of the whole or any part of the Demised Premises by any licensee, franchisee or concessionaire, without first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld. Landlord's consent to any such assignment, sublease or use will not be deemed a consent to any subsequent assignment, sublease or use. Tenant agrees that, in the event of any such assignment, subletting, licensing or granting of a concession made with the written consent of Landlord as aforesaid, it will nevertheless remain liable for the performance of all of the terms, conditions and covenants of this Lease. If Tenant is a corporation, and if control thereof changes (defined as 51% or more of the stock or assets of Tenant) at any time during the Term hereof, Landlord, at its option, may, by giving sixty (60) days prior written notice to Tenant, declare such change a breach of this base. If Tenant requests Landlord's consent to any assignment or sublease, Tenant shall pay to Landlord, on demand, an administrative fee of $1,000.00 and will reimburse Landlord for all of Landlord's reasonable attorneys' fees and costs associated with Landlord's consent. Any transfer by Tenant in violation of this article shall, at Landlord's option, be void. b. Notwithstanding the foregoing, Tenant shall have the right to assign or sublet the Lease to (i) a subsidiary, parent or affiliate under common control with Tenant, or (ii) bona fide franchisee of YogaFit Franchising, LLC, provided, however, neither Tenant nor any guarantor shall be relieved of their responsibilities and obligations under the Lease and Guaranty. All other assignments or subleases shall be subject to Landlord's reasonable consent. a. Tenant does hereby subordinate its rights hereunder to the lien of any mortgage, ground lease, or any other method of financing or refinancing now or hereafter placed against the land and/or the Demised Premises and/or any or all of the buildings now or hereafter built or to be built in the Retail Area by Landlord. Tenant further agrees that it shall attom to any such lender (or purchaser at foreclosure) or ground lessor upon such lender's or ground lessor's succession (or the succession of any purchaser at the sale of all or any part of the Retail Area on a foreclosure or deed in lieu of foreclosure) to Landlord's interest hereunder, whether by means of foreclosure, deed in lieu of foreclosure or otherwise. This Section shall be sell -operative and no further instrument of subordination or attomment shall be required. Tenant further agrees, however, that it will enter into and execute all documents which any mortgagee or any ground lessor may reasonably request Tenant to enter into and execute, including, but not limited to, a subordination, and attomment agreement, and/or a new lease for the remainder of the Term hereof on the terms and conditions set forth herein. b. If Landlord's Mortgagee shall succeed to the interest of Landlord under this Lease, Landlord's Mortgagee shall not be: (1) liable for any act or omission of any prior lessor (including Landlord); (2) bound by any Rent or Additional Rent or advance rent which Tenant might have paid for more than the current month to any prior lessor (including Landlord), and all such rent shall remain due and owing, notwithstanding such advance payment; (3) bound by any security or advance rental deposit made by Tenant which is not delivered or paid over to Landlord's Mortgagee and with respect to which Tenant shall look solely to Landlord for refund or reimbursement; (4) bound by any termination, amendment or modification of this Lease made without Landlord's Mortgagee's consent and written approval, except for those terminations, amendments and modifications permitted to be made by Landlord without Landlord's Mortgagee's consent pursuant to the temps of the ban documents between Landlord and Landlord's Mortgagee; (5) subject to the defenses which Tenant might have against any prior lessor (including Landlord); and (6) subject to the offsets which Tenant might have against any prior lessor (including Landlord). Landlord's Mortgagee shall have no liability or responsibility under or pursuant to the terms of this Lease or otherwise after it ceases to own an interest in the Retail Area. 25. EVENTS OF DEFAULT The occurrence of any of the following shall constitute an event of default hereunder by Tenant ('Event of Defaulr): a. Failure of Tenant to pay when due any installment of Rent or any other sum herein required to be paid by Tenant within three (3) days of after written notice and demand (except that no prior notice and demand is required more then two (2) times in any calendar year. b. Tenant's failure to perform any covenants or conditions of this Lease within ten (10) days after written notice and demand. C, Discontinuance by Tenant of the conduct of its business in the Demised Premises beyond the ten (10) consecutive day period referenced in Section 5d above or abandonment of the Demised Premises by Tenant; Epoch LV-YogaFit Lease (LL 8-26-16) 9 d. The filing of any Petition for Bankruptcy under the United States Bankruptcy Code or the filing of an Assignment for Benefits of Credits under Chapter 727, Florida Statutes, by Tenant or any Guarantor, e. The death, disability or incapacity of any Guarantor, provided, however, in the event Tenant is current on Rent and other sums herein required to be paid by Tenant, and is not in default of any other of its obligations under this Lease, Tenant shall have one hundred and eighty (180) days to find a Guarantor acceptable to Landlord in Landlord's sole discretion prior to such default 26 RIGHTS OF LANDLORD UPON DEFAULT BY TENANT a. In the event Tenant is in default under this Lease as provided in Section 25 above, Landlord may elect, in addition to any and all remedies provided by Florida Law, any or all of the following remedies, which are cumulative: L Termination of Lease. By written notice to Tenant, designate a date upon which the Lease shall terminate ('Termination Data'), and thereupon, on the Termination Date, this Lease and all rights of Tenant hereunder shall terminate. Such termination by Landlord shall not affect the obligations of Tenant arising under the Lease prior to the Termination Date or the other remedies of Landlord provided in this Lease. ii. Termination of Tenant's Possession. Landlord may elect to terminate Tenant's possessory rights, without terminating the Lease, and upon such election, Tenant and any sub -tenants, licensees or assignees of Tenant) shall surrender the Demised Premises to Landlord, and Landlord, at any time after such termination, may, without further notice, re-enter and repossess the Demised Premises without being liable for any prosecution or damages therefore, and no person claiming through or under Tenant or by virtue of any statute or of any order of any court shall be entitled to possession of the Demised Premises. At any time or from time to time after any such termination of Tenant's possession, Landlord may, but shall have no duty to, attempt to relet the Demised Premises or any part thereof, in the name of Landlord or otherwise, for such term or terms and on such conditions as Landlord, in its sole discretion, may determine, and may collect and receive the rents therefore. The termination of Tenant's possession of the Demised Premises shall not relieve Tenant of its liability and obligations under this Lease, including the obligation to pay Rent, and such liability and obligations shall survive any such termination. Any Rent or other monetary obligation of Tenant that has been abated, deferred or forgiven by Landlord in this Lease or any amendment thereto, and the unamortized cast of all Tenant Improvements provided or paid for by Landlord (if any), shall immediately become due and payable upon the occurrence of an Event of Default by Tenant under this Lease. If Landlord, at its option shall relet the Demised Premises during said period, Landlord shall credit Tenant with the net rents received by Landlord from such reletting, such net rents to be determined by first deducting from the gross rents, as and when received by Landlord, the expenses incurred or paid by Landlord in terminating this Lease and in securing possession thereof, as well as the expenses of reletting, including, without limitation, the alteration and preparation of the Demised Premises for replacement tenants, brokers' commissions, any tenant concession or improvement allowance provided for any replacement tenants, attorneys' fees and all other expenses property chargeable against the Demised Premises and the rental therefrom. Tenant shall have no entitlement to any rents received by Landlord from a third party which is in excess of Tenant's remaining Rent obligation to Landlord. b. Landlord may, whether this Lease or Tenants possession of the Demised Premises is terminated or not, recover damages from the Tenant in accordance with either of the following provisions, i. Acceleration. The present value of the entire amount of the Rent, inclusive of Base Rent and Additional Rent, which would become due and payable during the remainder of the Term of this Lease Such present value shall be determined utilizing a discount rate of eight percent (M), or ii. Sums equal to the Rent which would have been payable by Tenant in accordance with the Lease, payable upon the due dates as set forth in the Lease, through the Expiration Date of this Lease. C. Tenant waives any right of redemption to which it is otherwise entitled. Tenant further agrees not to interpose any counterclaim whatsoever in any action brought by Landlord which seeks possession of the Demised Premises Tenant hereby waives any riaht to trial by Jury in any action or proceeding brought by either Landlord or Tenant in any respect whatsoever arising out of this Lease or in any way connected with the parties' Landlord/Tenant relationship and/or Tenant's use and occupancy of the Demised Premises. d. If Landlord terminated this Lease or Tenant's right to possession, Landlord shall use reasonable efforts to mitigate Landlord's damages to the extent required by applicable law. If Landlord has not terminated this Lease or Tenant's right to possession, Landlord shall have no obligation to mitigate under any circumstances and may permit the Premises to remain vacant or abandoned. If Landlord is required to mitigate damages: (i) Landlord shall be required only to use reasonable efforts to mitigate, which shall not exceed such efforts as Landlord generally uses to lease other properties owned by Landlord in the greater Boynton Beach, Florida geographic area, (ii) Landlord will not be obligated to lease the Premises (w) for less than fair market value or for a term of less than three (3) years, (x) for a use which would violate any then -existing use restrictions applicable to the Premises, or (y) to tenants which do not have the financial capacity to meet all of their financial obligations as such obligations become due, and (iii) any failure to mitigate as described herein with respect to any period of time shall only reduce the Rent and other amounts to which Landlord is entitled hereunder by the reasonable rental value of the Premises during such period. In recognition that the value of the Premises depends on the rental rates and term of lease therein, Landlord's rejection of a prospective replacement tenant based on an offer of rentals below Landlord's published rates for new leases of comparable space at the Retail Area at the time in question, or at Landlord's option, below the rates provided in this Lease, or containing terms less favorable than those contained herein, shall not give rise to a claim by Tenant that Landlord failed to mitigate Landlord's damages, 27. LANDLORD'S LIEN Landlord agrees to subordinate its statutory Landlords Lien to any third party institutional lender where the proceeds of the loan shall be utilized by the Tenant in its purchase of furniture, fixtures and Epoch LV-YogaFit Lease (LL B-2616) 10 equipment for the Premises, subject to execution of a customary lien subordination agreement by Tenant, Tenant's lender and Landlord. 28 WAIVER The waiver of performance of any covenant, term or condition of the Lease by Landlord or Tenant shall not be construed as a waiver if any subsequent breach of the same covenant term or condition. The various rights, options, elections, powers and remedies of the parties contained in the Lease shall be construed as cumulative and no one of them exclusive of any other or of any legal or equitable remedy which either party might otherwise have in the event of a breach by the other, and the exercise of one tight or remedy by a party shall not in any way impair its rights to any other right or remedy. 29. SURRENDER AND HOLDING OVER Tenant, upon expiration or termination of this Lease, either by lapse of time or otherwise, agrees peaceably to surrender to Landlord the Demised Premises in "broom clean" condition and in good repair. Should Tenant hold over and remain in possession of the Demised Premises at the expiration of any Term hereby created, Tenant shall, by virtue of this Section, become a tenantat-sufferance and shall pay Landlord 150% the Rent per month of the last monthly installment of Rent above provided to be paid. Nothing herein shall be deemed to permit Tenant to retain possession of the Demised Premises after the expiration of or earlier termination of this Lease. Tenant will pay to Landlord, upon request, all damages that Landlord may suffer on account of Tenant's failure to surrender possession of the Demised Premises as required under this Lease upon the expiration or termination of this Lease and will indemnity Landlord against all liabilities, costs and expenses (including all reasonable attorneys' fees and costs) arising out of Tenant's delay in so delivering possession, including claims of any succeeding tenant. 30. ADDITIONAL CONSTRUCTION Landlord hereby reserves the right at any time and from time to time to make alterations or additions to, and to build additional stories on, the building in which the Demised Premises are contained. Landlord also reserves the right to construct other or to add to other buildings or improvements in the Retail Area, and to permit others to do so from time to time. The foregoing shall include Landlord's right to acquire additional land within which to expand the Retail Area. 31 CONDEMNATION Tenant hereby waives any loss or damage to Tenant or right to claim any part of the award as the result of the exercise of the power of eminent domain of any governmental body. 32. NOTICES Wherever in this Lease it shall be required or permitted that notice or demand be given or served by either party to this Lease to or on the other, such notice or demand shall not be deemed to have been duly given or served unless in writing and either personally delivered, via overnight mail delivery or forwarded by certified mail, postage prepaid, addressed: TO LANDLORD AT: Las Ventanas Accounting Go Epoch Management 359 Carolina Avenue Winter Park, FL 32789 TO TENANT AT See Section 1(C) With a copy to Scott A. Cookson, Esq. Shuffield, Lowman & Wilson, P.A. 1000 Legion Place, Suite 17D0 Orlando, FL 32801 Such addresses may be changed from time to time by either party serving notices as above provided. SUCCESSORS AND ASSIGNS All rights, obligations and liabilities herein given to or imposed upon the respective parties hereto shall extend to and bind the several and respective heirs, executors, administrators, trustees, receivers, successors, subtenants and assigns of said parties, subject to the provisions of Section 23; and if there shall be more than one Tenant, they shall all be bound jointly and severally by the terms, covenants and agreements herein and the word "Tenant" shall be deemed and taken to mean each and every person or party mentioned as a Tenant herein, be the same one or more, and if there shall be more than one Tenant, any notice required or permitted by the terms of this Lease may be given by or to any one thereof, and shall have the same force and effect as if given by or to all thereof. No rights, however, shall inure to the benefit of any assignee of Tenant unless the assignment to such assignee has been approved by Landlord in writing as aforesaid. 34. QUIET ENJOYMENT Upon payment by Tenant of the rents herein provided, and upon the observance of all the covenants, terms and conditions on Tenant's part to be observed and performed, Tenant shall peaceably and quietly hold and enjoy the Demised Premises for the Tenn or any renewal terms hereof without hindrance or interruption by Landlord or any other person or persons lawfully or equitably claiming by, through or under the Landlord, subject, nevertheless to the terms and conditions of this Lease. 35 BROKERS Landlord and Tenant covenant, warrant and represent that CBRE, Inc and Investment Management Associates (hereinafter 'Brokers") were instrumental in bringing about or consummating this Lease Further, neither Epoch LV-YogaFft Lease (LL 8-26-16) 11 Landlord nor Tenant has had any conversations or negotiations with any broker except the Brokers concerning the leasing of the Demised Premises. Both parties agree to indemnify the other against and from any claims for any brokerage commissions (except those payable to Brokers) and all costs, expenses and liabilities in connection therewith, including, without limitation, reasonable attorneys' fees and expenses, for any breach of the foregoing representation. Landlord shall pay all brokerage commissions due Brokers in accordance with a separate agreement between Landlord and Brokers 36. EXCULPATION Tenant agrees that it shall look solely to the estate and property of the Landlord in the land and building comprising the Retail Area of which the Demised Premises are a part for the collection of any judgment (or any other judicial process) requiring the payment of money by Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed and performed by Landlord and no other property or estates of Landlord shall be subject to levy, execution or other enforcement procedures for the satisfaction of Tenants remedies. 37.. CAPTIONS Any headings preceding the text of the several paragraphs and subparagraphs hereof are inserted solely for the convenience of reference and shall not constitute a part of this Lease, nor shall they affect its meaning, construction or effect. 38. INTENTIONALLY OMITTED 39. FORCE MAJEURE If the performance by either of the parties of its obligations under this Lease (excluding monetary obligations) is delayed or prevented in whole or in part by any law, rule, regulation, order or other action adopted or taken by any federal, state or local governmental authority (and not attributable to an act or omission of said party), or by any Acts of God, fire or other casualty, floods, storms, hurricanes, explosions, accidents, epidemics, war, civil disorders, strikes or other labor difficulties, shortages or failure of supply of materials, labor, fuel, power, equipment, supplies or transportation, or by any other cause not reasonably within said party's control, whether or not specifically mentioned herein, said party shall not be deemed to be in default hereunder with respect thereto unless such party fails to promptly remedy such lack of performance immediately following the end of such event of force majeure- 40. TIME IS OF THE ESSENCE Time is of the essence in the performance of each provision of this Lease Agreement. 41, CAPACITY TO EXECUTE LEASE If Tenant is other than a natural person, Tenant represents that it is legally constituted, in good standing and authorized to conduct business in the State of Florida. Tenant further represents that the person who is executing this Lease on its behalf has the full power and authority to perform such execution and deliver the Lease to Landlord. 42. CHOICE OF LAW This Lease Agreement shall be construed in accordance with the laws of the State of Florida, as may be amended from time to time. Venue for any action between the parties shall only be in the county in which the Retail Area is located or Palm Beach County, Florida. 95 t [eLvi Tenant is hereby advised that radon is a naturally occurring radioactive gas that, when it has accumulated in a building In sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. The foregoing disclosure is provided to comply with state law and is for informational purposes only. Landlord has not conducted radon testing with respect to the Building and specifically disclaims any and all representations and warranties as to the absence of radon gas or radon producing conditions in connection with the Building and the Demised Premises. 44. LANDLORD'S ACCEPTANCE The submission of the Lease to Tenant by Landlord is done solely for Tenant's consideration and shall not be deemed acceptance of the Lease terms by Landlord. Upon signing of the Lease by Tenant and submission to Landlord, this Lease shall be considered an offer only and shall have no binding effect, nor shall Landlord's depositing of Tenant's security deposit be considered acceptance of this Lease. Only upon full agreement by both parties of all terms, proper execution of this Lease by Tenant and Landlord, delivery of the (i) fully executed Personal Guaranty in the form attached hereto as Exhibit "D", and (ii) Tenant's Security Deposit clearing the bank and the return to Tenant of an executed original Lease, shall this Lease be considered binding. 45. SUPPLEMENTAL CODE COMPLIANCE PROVISION Notwithstanding anything contained in this Lease to the contrary, Landlord shall not be obligated to comply with any codes or other legal requirements currently in effect or hereafter promulgated by the governing authorities 0 Landlord would not otherwise be required to comply as a result of the existence of Demised Premises prior to the effective date of such code or legal requirement (i.e. 'grandfathered'. Furthermore, Landlord may withhold its consent to, or prohibit Tenant from making any alterations it such alterations would cause Landlord to lose such .grandfathered" exemption from code or other legal requirements or, if the loss of such exemption would cause Landlord to incur costs in excess of $500.00. 46. ENVIRONMENTAL Epoch LV-YogaFn Lease (LL &26-16) 12 Tenant shall not cause or permit any Hazardous Substance to be used, stored, generated, or disposed of on, in or about the Demised Premises except in accordance with applicable legal requirements, without obtaining Landlord's prior written consent, which consent may be withheld in Landlord's sole discretion. Tenant shall indemnify and hold harmless Landlord from any claim or loss arising from a breach of this Section. Without limitation, of the foregoing, if Tenant causes the presence of any Hazardous Substance on, in or about the Demised Premises, except in accordance with applicable legal requirements or with Landlord's consent that results in contamination, Tenant, at its sole expense and with Landlord's prior written approval of any remedial action, shall promptly take any and all necessary actions to return the Demised Premises or the Common Area, as the case may be, to the same condition that existed prior to the presence of any such Hazardous Substance on, in or about the Demised Premises. Landlord represents and warrants to Tenant that to Landlord's knowledge the Demised Premises, as of the date of execution of this Lease. is free from any Hazardous Substance. Landlord shall not cause or permit any Hazardous Substance to be used, stored, generated, or disposed of on, in or about the Common Areas except in accordance with applicable legal requirements 47. ESTOPPEL CERTIFICATES Tenant agrees, at any time and from time to time as requested by Landlord, to execute and deliver to Landlord a statement (commonly referred to as an Estoppel Certificate) certifying that this Lease in unmodified and in full force and effect (or if there have been modifications, that the same are in full force and effect as modified and stating the modifications). Tenant also shall include in any and such statements such other information concerning this Lease as Landlord, it mortgagee(s) or purchaser may request. In the event Tenant fails to comply with this Section, such failure shall constitute a material breach of the Lease. In addition to any other remedy available to Landlord, Landlord may execute said document for and on behalf of Tenant as Tenant's attomey-in-fact. In acknowledgment thereof, Tenant hereby appoints Landlord as it s attomey-in-fact solely to execute any instrument required to carry out the intent of this Paragraph 47 48. FINANCIAL STATEMENTS Prior to the Commencement Date, and thereafter throughout the term of this Lease, Tenant and Guarantors shall provide Landlord, within ten (10) days of Landlord's request therefore, the most current and complete financial statement of Tenant and Guarantors, including, but not limited to, its balance sheet and profit and loss statement, and a statement of gross sales from the Demised Premises certified by an officer of Tenant. 49. ENTIRE AGREEMENT This Lease constitutes the entire understanding between the parties and shall bind the parties, their successors and assigns. No representations, except as herein expressly set forth, have been made by either party to the other. All negotiations and oral agreements acceptable to both parties are included herein; and unless reduced to writing in this Lease, no oral representations will be held to be true or accurate, and may not be relied upon by Tenant for any reason. This Lease cannot be amended or modified except in writing, signed by Landlord and Tenant 50. ERISA Tenant hereby represents and warrants to Landlord that (1) Tenant is not a "party in interest" (within the meaning of Section 3(14) of the Employee Retirement Income Security Act of 1974, as amended) or a 'disqualified person" (within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended) with respect to any retirement or pension plan of The Prudential Insurance Company of America, and (i) no portion of or interest in the Lease will be treated as a "plan asset" within the meaning of Regulation 29 CFR Section 2510.3101 issued by the Department of Labor. 51. PATRIOT ACT Tenant hereby represents and warrants that neither Tenant, nor any persons or entities holding any legal or beneficial interest whatsoever in Tenant, are (i) the target of any sanctions program that is established by Executive Order of the President or published by the Office of Foreign Assets Control, U.S. Department of the Treasury ("OFAC"); (ii) designated by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App. § 5, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Ad, Public Law 107-56, Executive Order 13224 (September 23, 2001) or any Executive Order of the President issued pursuant to such statutes; or (iii) named on the following list that is published by OFAC: 'List of Specially Designated Nationals and Blocked Persons' (collectively 'Prohibited Persons'). If the foregoing representation is untrue at any time during the Lease Term (or any extensions thereof), a default under the Lease will be deemed to have occurred, without the necessity of notice to Tenant. To the best of Tenant's knowledge, Tenant is not currently engaged in any transactions or dealings, or otherwise associated with any Prohibited Persons in connection with the use or occupancy of the Demised Premises or Retail Area. Tenant will not during the Term of this Lease, engage in any transactions or dealings, or otherwise be associated with any Prohibited Persons in connection with the use or occupancy of the Demised Premises or Retail Area. (Signatures Appear on Following Page) Epoch LV-YogaFit Lease (LL 8-26-16) IN WITNESS WHEREOF, Landlord and Tenant have executed hereinbelow. Signed, sealed and delivered in the presence of: TENANT SEOUL SISTERS YOGA, INC., a Florida corporation, d/b/a YOGAFIT By: Tine: Dais: LANDLORD LAS VENTANAS AT 130YNTON BEACH, LTD., a Florida limited partnership By: EPI -Boynton Equity, Inc., a Florida corporation, its General Partner Printed Name By: MoCarfey Davis, Vice President r ranted Q t n f� arae Date: Epoch LV-YogaFit Lease (LL &19-16) Epoch LV-YogaFit Lease (LL 8-26-16) 14 TABLE OF EXHIBITS Rider #1 Addendum to Lease Exhibit A Site Plan Exhibit B Intentionally Omitted Exhibit C Use Restrictions Exhibit D Personal Guaranty Exhibit E Uniform Sign Plan Exhibit F Rules and Regulations Addendum to Lease No. 2 TABLE OF EXHIBITS RIDER NO. 1 ADDENDUM TO LEASE This Addendum is incorporated into and becomes an integral part of that certain Lease Agreement between Landlord and Tenant, which is being executed contemporaneously. Any provision set forth in this Addendum shall prevail over conflicting provisions contained in the Lease. 9 year Base Rent P. .F. Monthly Rent Annual Base Rent 1 $ 18.00 $2,589.00 $ 31 068.00 2 $ 18.00 $ 2589.00 $ 31,068.00 3 $ 18.54 $2,666.67 $ 32 000.04 4 $ 19.10 $2746.67 $ 32 960.04 5 $ 19.67 $ 2,829.07 $ 33,948.84 6 $ 20.26 $ 2,913.94 $ 34,967.31 7 $ 20.87 $ 3,091.40 $ 36,016.33 8 $ 21.50 $ 3,092.41 $ 37,109.00 ABATED RENT: Provided Tenant is not in default and has complied with all terms and conditions of this Lease, beginning on the Rent Commencement Date, the first four (4) months of Base Rent shall be abated. Beginning on the fifth (5t) month folk7Mng the Rent Commencement Date, Tenant shall resume paying full Base Rent. During this four-month period, Tenant shall pay all other charges due (Common Area Charges, Retail Area Expenses, insurance, real estate taxes, etc.). The entire Base Rent otherwise due and payable for this four months in which Base Rent was abated, shall become Immediately due and payable upon the occurrence of an event of default by Tenant under this Lease which remains uncured beyond any applicable notice and cure period. EXCLUSIVE: Provided Tenant is not then in default beyond any applicable cure period, Landlord agrees that it will not enter into any other lease in the Retail Area, which lease shall permit, as a principal business, the operation of a yoga or pilates studio or center. This Exclusive shall not apply to any existing tenants or their successors or assigns. Tenant acknowledges and agrees that the exclusive use right is only for the operation of a yoga or pilates studio and center, and that other tenants may offer some of the same services and products as Tenant, including personal training, massage, tanning and the sale of supplements. This exclusive shall become null and void if: (a) Tenant defaults under this Lease for any reason, and such default continues beyond any applicable notice and cure period; (b) Tenant assigns its rights under this Lease in whole or in part or sublets any portion of the Demised Premises other then to a franchisee of YogaFit Franchising, LLC; (c) The Tenant or the entity signing the Lease changes, through sale, transfer of stock or any legal proceedings and the new Tenant is not a ; a franchisee of YogeFit Franchising, LLC or (d) The Demised Premises are no longer being used primarily for the principal use for which this exclusive was granted. In the event Tenant reasonably and in good faith believes that there has been a material and substantial violation of this provision, it shall immediately notify the Landlord in writing stating with specificity the nature of the violation of this provision ('Tenant Violation Notice'). Within thirty (30) days from its receipt of the Tenant Violation Notice, Landlord shall, at its sole expense, take commercially reasonable actions (which for purposes hereof shall not require Landlord to file a lawsuit) to seek the termination of the activities which materially and substantially violate this provision. If Landlord fails to secure the termination of the activities which violate this provision within ninety (90) days from its receipt of the Tenant Violation Notice, Tenants Base Rent shall be reduced by fifty percent (50%) ('Partial Rent Abatement') while such condition materially and substantially continues to exist, but in no event longer than six (6) months from the date the Partial Rent Abatement commences ( Partial Rent Abatement Period'). In addition to the Partial Rent Abatement during the Partial Rent Abatement Period, if the violation continues to remain uncured at the expiration of the Partial Rent Abatement Period, Tenant's Base Rent shall abate in full ('Full Rent Abatement") from that point In time until such time as such non-compliance is cured, but in no event longer than one (1) year from the date the full Rent Abatement commenced ('Full Rent Abatement Period'). At the expiration of the Full Rent Abatement Period if the condition giving rise to the Tenant Violation Notice remains unsatisfied, Tenant shall notify Landlord of its election to, and shall either (i) resume the payment of all Base Rent in accordance with the provisions set forth in this Lease; or (ii) terminate the Lease and surrender the Premises in accordance with the requirements of this Lease to Landlord within ten (10) days of the expiration of said Full Rent Abatement Period. Notwithstanding anything contained herein to the contrary: (a) during any Partial Rent Abatement Period or Full Rent Abatement Period, Tenant shall continue to pay all sums (other than Base Rent) due and owing Landlord under this Lease, including, without limitation, Common Area Charges and Tenant's Share of Retail Area Expenses, Taxes and Insurance, (b) in the event that Tenant is in the Partial Rent Abatement Period or Full Rent Abatement Period due to a violation of the exclusive use provision at the time Tenant exercises its renewal option, then commencing on the earlier of the first day of the Renewal Term or the expiration of the Partial Rent Abatement Period or Full Rent Abatement Period (as applicable), Tenant shall resume paying full Base Rent and Tenant shall be deemed to have waived its right to the abatement of rent with respect to such violation and (c) Tenant shall have no remedy for a violation of this Section 3, including but not limited to the right to Partial Rent Abatement, if another tenant or occupant of the Retail Area violates a provision of its lease or license agreement regarding its premises, which either does not permit or specifically prohibits the use that violates Section 3 above (a 'rogue tenant), provided Landlord uses good faith efforts to enforce Landlord's rights under such lease or license agreement. Epoch LV-YogaFit Lease (LL B-26-16) RIDER #1 ADDENDUM TO LEASE EXTENSION OPTION: (a) Landlord hereby grants Tenant the option to renew (the "Renewal Option") the initial Term for one (1) additional term of eight (8) years (the " Renewal Tenn") commencing as of the date immediately following the expiration of the initial Term. (b) As to the exercise of this Renewal Option by Tenant, the Landlord is materially relying upon the timely exercise of such Option and therefore, time is of the essence. Tenant shall give Landlord written notice (the "Renewal Notice") of Tenant's election to exercise its Renewal Option on or before one hundred eighty (180) days prior to the expiration of the initial Tenn of the Lease; provided that Tenant's failure to give the Renewal Notice by said date, whether due to Tenants oversight or failure to cure any existing defaults or otherwise, shall render the Renewal Option null and void, and Tenant shall be deemed to have irrevocably waived its Renewal Option. (c) Tenant shall not be permitted to exercise the Renewal Option at any time during which (i) Tenant is in monetary or material non -monetary default under the Lease, (ii) all or any portion of the Demised Premises is sublet, or the Lease has been assigned by Tenant to anyone other than a bona fide franchisee of YogaFit Franchising, LLC. (d) Tenant shall be deemed to have accepted the Demised Premises in "AS-ISNVHERE-IS" condition as of the commencement of the Renewal Term, it being understood and agreed that Landlord shall have no obligation to renovate or remodel the Demised Premises or any portion of the Project as a result of Tenant's renewal of the Lease. (e) The covenants and conditions of the Lease in force during the initial Term shall continue to be in effect during the Renewal Tenn, except as follows (i) The "Commencement Date" for the purpose of the Option shall be the first day of the Renewal Term. (ii) The Base Rent for the first year of the Renewal Term shall be the greater of (a) the Fair Market Rental Rate for the Demised Premises, as defined below, or (b) 103% of the Base Rent payable for the 12 month period immediately preceding the expiration of the initial Term of the Lease. During the Renewal Tenn, the Base Rent shall be equal to the greater of then current market rental rates (including escalations for successive years of the Renewal Term) for the Demised Premises as deternined by Landlord in its sole, but good faith, judgment or 103% of the Base Rent paid during the last year of the initial Term. In addition to such market rate Base Rent, Tenant shall pay all applicable sales tax on all Base Rent and Additional Rent. The Base Rent for the Renewal Tern shall be based upon 100% of the then current 'Fair Market Rental Rate' (defined below) for comparable tenants within comparable mixed-use projects in southern Palm Beach County, taking into account all terms and concessions then being offered including but not limited to annual base rent, escalations, concessions, parking rent, and tenant improvement allowances, provided, however, in no event shall the Base Rent during the first year of the Renewal Term be less than 103% of the Base Rent during the last year of the initial Tenn. The term 'Fair Market Rental Rate' for the purposes of this Lease, shall mean the annual amount of Base Rent that a willing, comparable tenant would pay, and wiiling Landlord of a comparable building in south Palm Beach County would accept at arm's length for comparable amount of space for a comparable period of time determined as followsi within ten (10) business days of Landlord's receipt of Tenant's notice to exercise this Renewal Option, Landlord shall provide Tenant with its determination of the Fair Market Rent Rate. If Tenant disagrees with Landlord's determination of the Fair Market Rent Rate, it shall notify Landlord within ten (10) business days thereafter, both Landlord and Tenant shall each engage the services of an independent third party broker to determine the Fair Market Rental Rate. If the Fair Market Rental Rates of both brokers are within ten (10%) percent of each other, the average of the two (2) shall be the binding Fair Market Rental Rate. If the Fair Market Rental Rates submitted by the two (2) brokers are not within the ten (10%) percent of each other, the two brokers shall collectively select a third broker to determine the Fair Market Rental Rate and the average of the third (3rtl) broker and the closest other broker's Fair Market Rental Rate shall be the binding Fair Market Rental Rate. All of such brokers shall be licensed in the State of Florida and knowledgeable in rental rates in South Palm Beach County. The costs, if any, associated with the third broker's determination of the Fair Market Rental Rate shall be shared equally between Landlord and Tenant. Pending determination of the Fair Market Rental Rate, the parties will use as provisional Base Rent (the 'Provisional Base Reny) for the beginning of the Renewal Tenn monthly installments equal to 103% of the Base Rent in effect for the last 12 months of the then expiring initial Term. If Tenant disputes Landlord's determination of Fair Market Rental Rate in accordance with the above procedures, during any period of the Renewal Term that the Fair Market Rental Rate is being determined in accordance with the above procedures, Tenant shall continue to pay as Base Rent the Provisional Base Rent. After the Fair Market Rental Rate is determined: (i) if Tenant owes more money for said period, Tenant shall pay Landlord such amount within thirty (30) days after demand, (ii) if Landlord owes Tenant a reimbursement, Landlord shall pay Tenant such amount within thirty (30) days after such determination, (iii) Landlord and Tenant shall enter into an amendment to the Lease extending the Lease Term in accordance with the terms and conditions of this Section. (f) Tenant's Renewal Option shall not be transferable by Tenant, except in conjunction with a permissible Transfer in accordance with the applicable provisions of the Lease (g) As a further condition of Tenant's exercising its Renewal Option, accompanying Tenant's notice of exercise, Tenant shall deliver to Landlord an original, signed, and notarized reaffirmation of each Guarantor's personal guaranty, in form and substance as follows: REAFFIRMATION OF PERSONAL GUARANTY The undersigned (insert name of Guarantors] ("Guarantors') hereby reaffirms for the Renewal Term the provisions of the Personal Guaranty which is attached to the Lease as Exhibit "D", and such Guarantor acknowledges that Tenant's rent will be increased at the inception of the Renewal Term and for each subsequent year. Dated: By: Epoch LV-YogaFft Lease (LL 8-26-16) RIDER #1 ADDENDUM TO LEASE 4. TENANT IMPROVEMENT ALLOWANCE: Landlord shall reimburse Tenant up to $69,040.00 (Sixty -Nine Thousand Forty Dollars and No/100 Dollars) (the 'Maximum Allowance") for improvements to the Demised Premises under the following terms and conditions: a. Landlord's reimbursement ('Landlord's Contribution') shall be applied only against the costs incurred by Tenant for labor engaged in the construction of Tenant Improvements and materials delivered to the Demised Premises in connection with Tenant Improvements and all such costs incurred prior to Tenant's opening for business. Such costs shall not include the cost of furniture or other personal property, moving expenses, or "soft costs" (such as architectural, consulting, and engineering fees) up to the Maximum Allowance. b. Payment of Landlord's Contribution. Landlord shall pay Tenant up to the Maximum Allowance for the Landlord approved Tenant Improvements (which approval shall not be unreasonably withheld) upon and under the following terms conditions: i. Upon Tenant's opening for business and the delivery to Landlord of the following: A. final, unconditional lien waivers from Tenant's general contractor and subcontractor covering all of Tenant's Improvements; B. a statement from Tenant's architect certifying that Tenant Improvements have been completed in accordance with Tenant's Plans; C. a permanent Certificate of Occupancy for the Demised Premises, D. all certificates, permits, and/or licenses required by governmental and quasi - governmental authorities evidencing completion of Tenant Improvements and legal occupancy of the Demised Premises by the Tenant; and E. an 'as built" plan. ii. Tenant's Performance of the following: A Tenant has paid the first monthly installment of Rent, B. Tenant has opened for business and is operating such business within all of the Demised Premises, and C. Tenant is not in default of any term of this Lease. Landlord's Contribution shall be paid to Tenant within ten (10) business days of compliance with the above conditions SATELLITE DISH. Tenant shall have the right to access the roof and exterior walls to install one (1) pole -mounted antennae or satellite dish on the roof of the Demised Premises for use by Tenant in connection with the operation of its business on the Demised Premises (the "Permitted Equipment"); provided, however, that Tenant shall (a) obtain all necessary and required permits associated with such items, at Tenant's sole expense, (b) comply with all laws and ordinances with regard to use, installation and maintenance of the Permitted Equipment, (c) not permit roof or wall penetrations unless specifically approved by Landlord (such approval not to be unreasonably withheld so long as such penetrations will not adversely affect any then existing roof warranty), and (d) perform the installation, maintenance and repair of the Permitted Equipment in a manner that does not adversely affect any roofing warranty. Landlord shall have the right to have all work that affects the roof be performed by such contractors as may be designated or approved by Landlord. Tenant shall pay or be responsible for (i) any taxes upon or in connection with the Permitted Equipment or the installation, maintenance or operation thereof, and (ii) any utilities, including electricity, consumed or used by the Permitted Equipment or the installation, maintenance or operation thereof, and including utility connection fees and deposits which may be charged by the applicable utility service provider. Tenant shall, at its own expense, promptly repair any damage or wear to the Retail Area (including, without limitation, the roof) resulting from the Permitted Equipment or the use, operation, repair, maintenance or removal thereof. The Permitted Equipment shall be installed and maintained by Tenant at its sole cost and expense and shall be operated in a manner that does not interfere with the businesses being conducted by Landlord or the other tenants of the Retail Area or the Las Ventanas project. Tenant shall make all repairs to the roof arising from the installation, maintenance, repair or operations of the Permitted Equipment, No Permitted Equipment installed by Tenant on the roof of the Demised Premises shall be for the use of any other party. Prior to the expiration or sooner termination of the Lease, Tenant shall, if required by Landlord in writing, remove the Permitted Equipment and, at Tenant's sole cost and expense, repair any damage related thereto and restore the roof to the same condition as existed prior to the installation, reasonable wear and tear excepted. No logo, business or similar image or design, or trade name, or similar written feature, shall be visible upon any surface of the Permitted Equipment and no part or portion of the Permitted Equipment may be used for any signage or advertising purposes whatsoever. Under no circumstances will Tenant permit the operation of the Permitted Equipment to adversely interfere with or otherwise impede the operation of communications, electronic transmissions or other similar systems operated by any other tenant of the Retail Area or residential apartments or any such systems operated by Landlord. In the event that the operation of Tenant's Permitted Equipment does interfere with or otherwise impede Landlord's or such other tenants' communications, transmissions or similar systems, and Tenant fails to remove such interference or impediment within 5 business days after Tenant's receipt of written notice from Landlord of same, then Landlord will have the right to remove such interference or impediment by disconnecting Tenant's Permitted Equipment or, If such is not sufficient, to remove such interference or impediment by removing the Permitted Equipment at Tenant's sole cost and expense (provided that Tenant's Permitted Equipment will remain the property of Tenant). Tenant shall have all risk of loss with respect to the Permitted Equipment. Landlord shall not be responsible or liable for, and Tenant hereby expressly waives all claims against Landlord for, injury to persons or damage to the Permitted Equipment, regardless of the cause Epoch LV-YogaFit Lease (LL &26-16) RIDER #1 ADDENDUM TO LEASE EXH151T "A" SITE PLAN Epoch LV-YogaFit Lease (LL &26-16) EXHIBIT "A" EXHIBIT "B' LANDLORD'S WORK Any and all work not listed above shall be at Tenant's sole cost and expense. Epoch LV-YopaFk Lease (LL 8-2616) EXHIBIT "B' EXHIBIT'C' USE RESTRICTIONS 1. Restaurant selling Asian food (including Japanese (including sushi), Chinese and/or Thai food) 2. Restaurant selling submarine sandwiches 3. Real estate brokerage 4 Sports bar, sports -themed bar, or any restaurant and/or bar having more than four (4) televisions per 1,500 square feet, billiard tables, and which shows televised sporting events on multiple televisions. 5. The sale of any alcoholic beverages for off -premises consumption 6. Hair and nail Salon 7. Spa, 8. Packing and shipping, printing, copying, postage, and facsimile services, sale of packaging supplies, metered mail, mailbox rentals, key duplicating, passport photos, electronic filing of tax returns, greeting cards, stationery and office supplies, computer time rental, document shredding and scanning. 9. Nail Salon. 10 Restaurant selling Italian food or operating as an Italian -themed restaurant. 11. Coffee shop, and the sale of gourmet, brand -identified brewed coffee and tea, and smoothies/blended beverages containing fruit, yogurt, coffee or tea. 12. Restaurant serving Greek themed food 13. 'Southern' themed restaurant and bar serving food and beverages traditionally featured in the southern region of the United States Epoch LV•YogaFit Lease (LL &2616) EXHIBIT'C" EXHIBIT "D" PERSONAL GUARANTY This Guaranty is made and entered into by the party executing this Guaranty hereinbelow, and, who acknowledges a financial and/or ownership interest in SEOUL SISTERS YOGA, INC., a Florida corporation, and/or will benefit from the execution of the below -described Lease, and understand and acknowledge that Landlord will not execute the Lease without the execution of this Personal Guaranty by the Guarantor. For value received and in consideration for and as an inducement to Landlord to lease premises referred to in that certain lease agreement (the "Lease") by and between Landlord and Tenant to which this Guaranty is attached, Guarantor does hereby unconditionally, jointly and severally guarantee to Landlord the punctual payment of the Rent (as defined in the Lease) due under the Lease during the entire Lease Tenn as the same may be renewed or extended, including accelerated Rent, and the due performance of all the other terms, covenants and conditions contained in said Lease on the part of Tenant to be paid and/or to be performed thereunder (the 'Obligations"). This Guaranty is an absolute and unconditional guaranty of payment and of performance and not a guaranty of collection. Guarantor shall also pay any and all damages, expenses and attorney's fees that may be suffered or incurred by Landlord in consequence of nonpayment or nonperformance of this Guaranty, including litigation in all Trial, Appellate and Bankruptcy Courts. This Guaranty is an absolute and unconditional guaranty. Guarantor agrees that Landlord, in the event of a default of Tenant, shall not be required to assert any claim or cause of action against Tenant before asserting any claim or cause of action against Guarantor under this Agreement Furthermore, Guarantor agrees that Landlord shall not be required to pursue or foreclose on any collateral that it may receive from Tenant or others as security for any obligations of the Lease before making claim or asserting a cause of action against Guarantor under this Agreement If Guarantor is a corporation, Guarantor covenants and warrants to Landlord that the execution and delivery of this Guaranty has been duly authofined by the Board of Directors of Guarantor and the making of the Guaranty does not require any vote or consent of shareholders. The failure of Landlord to perfect any portion of its security interest in any collateral received for the Lease shall not release Guarantor from its liabilities and obligations hereunder. Landlord, without authorization from or notice to Guarantor and without impairing, modifying, changing, releasing, limiting or affecting the liability of Guarantor hereunder, may from time to time at its discretion and with or without valuable consideration, after, compromise, accelerate, renew, extend or change the time or manner for the payment of any or all of the obligations under the Lease, take and surrender security, exchange security by way of substitution, or in any way it deems necessary take, accept, withdrew, subordinate, alter, amend, modify or eliminate security, add or release or discharge endorsers, guarantors, or other obligors. Guarantor expressly waives presentment for payment, demand, notice of demand and of dishonor and nonpayment of the debt, notice of intention to accelerate the maturity of the debt or any part thereof, notice of acceleration of the maturity of the debt, or any part thereof, notice of disposition of collateral, the defense of impairment of oollateral, the right to a commercially reasonable sale of collateral, protest and notice of protest, diligence in collecting, and the bringing of suit against any other party. Guarantor waives all defenses given to sureties or guarantors at law or in equity other than the actual payment of the Obligations. Without notice to Guarantor, without the consent of Guarantor, and without affecting, limiting or releasing Guarantor's liability hereunder, Landlord may (a) grant Tenant extensions of time for payment or performance of the Obligations or of any other obligations of the Lease or Landlord may delay in the enforcement of any Obligations against Tenant; (b) renew any of the Obligations or any other obligations of the Lease; (c) grant Tenant extensions of time for performance of agreements or other indulgences; (d) at any time release any or all of the collateral held by Landlord; (e) compromise, settle, release, or temtinate any or all of the obligations, covenants, or agreements of Tenant under the Lease; and/or (f) modify, amend, terminate, assign or consent to the assignment of any of the Obligations or any other obligation, covenant or agreement of Tenant set forth in the Lease. Guarantor agrees that in the event of any insolvency, bankruptcy, reorganization, assignment for benefit of creditors, receivership or other debtor -relief law, that same shall not serve as a Release or Discharge of the Obligations of Guarantor hereunder, and this Guaranty shall remain in full force and effect Specifically, Guarantor agrees that he shall not be released from any obligation or liability hereunder as a result of the afore -described, and specifically agree that in the event of a bankruptcy proceeding of the Tenant, that the Guarantor shall not be released nor discharged as a result of any assignment and assumption of the Lease, rejection of the Lease, approval or rejection of a plan of reorganization, or discharge of the Tenant in bankruptcy. Guarantor agrees that in the event of a Bankruptcy, Guarantor shall not be entitled to, nor shall Guarantor seek any stay of proceedings which may be in effect as to the Tenant It is the intention of the Landlord and Guarantor that the Guarantor's obligations hereunder shall not be discharged or limited in any way under any of the aforedescribed circumstances, or otherwise as a result of arty release or discharge of the liability of the Tenant from a debtor -relief proceeding. Notwithstanding anything contained herein to the contrary, provided there is not then an Event of Default (as defined in the Lease) which remains outstanding or an event has occurred which with the passage of time and giving of notice would constitute an Event of Default for a period of two (2) years from the Rent Commencement Date (as defined in the Lease), then at that point this Guaranty and all obligations hereunder shall expire. Notwithstanding the foregoing, effective as of the 1" day of the twenty fifth (25v') month of the Lease Tenn, the Guarantor's liability shall be limited to twelve (12) months of full Rent (i.e. Base Rent and Additional Rent) from the occurrence of an Event of Default, together with the unamortized portion of any tenant improvement allowance and/or rent concession provided to the Tenant, together with all attorney fees and costs incurred, as provided herein. This (1) one year liability shall be ongoing during the full Lease Term, and as the Lease Term may be extended or renewed. In the event that any provision is deemed to be invalid by reason of the operation of any law or by reason of the interpretation placed thereon by any court, this Guaranty shall be constnied as not containing such provisions and the invalidity of such provisions shall not affect other provisions hereof which are otherwise lawful and valid and shall remain in full force and effect. Epoch LV-YogaFft Lease (LL 8-26-16) EXHIBIT "D" Guarantor and Tenant do hereby agree and acknowledge that the terms, provisions, and conditions of this Guaranty shall be controlled and construed according to the laws of Florida and the proper venue shall lay only in Palm Beach County, Florida. Guarantor does hereby knowingty, voluntarily, intentionally and unconditionally waive the right to Trial by Jury in any litigation based upon, arising out of, or involving the enforcement of this Guaranty and/or the underlying Lease and to which the Guarantor is a party This Guaranty or any of the provisions thereof cannot be modified, waived or terminated, unless in writing, signed by Landlord The provisions of this Guaranty shall be binding upon and inure to the benefit of the Guarantor and Landlord and their respective heirs. legal representatives, successors and assigns In witness whereof, Guarantor has executed or caused to be executed this Guaranty Signed, seated and delivered in the p ence of. Printed ed / LAW ame Gua ) 4 i"V�� Printed HARLES ANZALONE Name. Date: Horne Address: Epoch LV-YogaFit Lease (LL 6-26-16) EXHIBIT "D' EXHIBIT "E" UNIFORM SIGN PLAN RETAIL AREA Building, Window and Door Signage: 1. Wall signs to be intemally-illuminated cabinet signs with "push-thru° graphics and decorative moldings/embellishments per Art Sign Company drawing #09-07-08-247, Sheet #4 (front signs), and drawing #09-07-06-247, Sheet #6 (rear signs). 2. Sign cabinet depth to be 8" excluding 3. Front signs to be a maximum of one (1) square foot per linear foot of storefront lease space, square footage calculated exclusive of moldings/embellishments. 4. Rear signs to be a maximum of one-half (0.5) square foot per linear foot of storefront lease space, square footage calculated exclusive of moldingslembellishments. 5. Moldings/embellishments fabricated from 1" thick Sintra brand PVC. 6. Sign cabinet fabricated from heliaro-welded aluminum angle internal frame with external .125 aluminum face and sides. 7. All graphics computer -routed into aluminum face with matching computer -routed 3/4" thick clear acrylic inserted into the routed aluminum voids in the face, creating a "push-thru' appearance. 8. 3M brand #3630-33 red translucent vinyl graphic film to be applied to the faces of the %" acrylic 'push-thru" graphics. 9. Tenant graphics to be in the font of the tenants' choice. 10. Logos are not to exceed 20% of the sign face area. 11. Aluminum sign face and sides to be in texturized stucco -like finish Sherwin-Williams #6140 Moderate White. 12. Sintra brand PVC moldingstembellishments to be in texturized stucco -like finish to match brown paint of building trim. 13. Internal illumination from High Output fluorescent lamps and ballasts with all wiring in U.L. compliant conduit and raceways concealed within the sign cabinet. 14. All fabrication, installation and wiring to meet or exceed all applicable building and electrical codes and all U.L. requirements and specifications. 15. Window graphics may be black or white die -cut vinyl lettering only. Any window graphics should be limited to a maximum of 6 inch tall lettering and limited to no more than 10% of the door and one adjacent window surface of any tenant. 16. No sign shall be installed without written landlord approval, City approval, and permit. 17. No signage is to be allowed on awnings. 18. Stacked font is allowed, permitted that stacked copy will fit within the designated sign band and will not appear crowded, look inappropriate, or out of scale and character with adjacent signage. Epoch LV-YogaFit Lease (LL 8-2616) EXHIBIT "E" Prohibited Slane: A. Animated/fluttering signs B. Balloons C. Bus bench signs D. Festoons E. Flashing signs F. Roof signs G. Rotating signs H. Signs that swing 1. Sidewalk signs (sandwich/"A" frame) J. Portable signs K. Exposed neon tubing signs L. Signs that obstruct free ingress to or egress from a door, window, fire escape or other required exit or entrance. M. Snipe signs or signs attached to or painted on fire escapes, television antennas, satellite dishes, utility poles or any other associated structure N. Signs which emit odors, sounds, smoke, vapor or other visible matter 0. Unauthorized signs on property owned by or under control of the City of Boynton Beach. P. Banners (unless approved pursuant to Chapter 21) Q. Off premises signs, except those permitted under Chapter 21, Art1Ge III, Section 6 Special Signs) or Chapter 22, Article 11, Section 7, Paragraph 0 (Neighborhood Identification Signs). R. Electrical or illuminated signs in residential zoning districts, except that in a development where models are being demonstrated, an illuminated sign, meeting the other requirements of this chapter, may be used provided no illumination is shown between the hours of 8:00 p.m. and 7:00 a.m. the following day. S. Bill boards T. Non -geometric signs shaped to depict figures or demonstrative shapes used to attract attention to the business activity with which the sign is associated. U. Painted wall signs V, Pylon signs W. Any other sign prohibited by the City of Boynton Beach Epoch LV-YogaFft Lease (LL 6-26-16) EXHIBIT'E' EXHIBIT "F" LAS VENTANAS RULES AND REGULATIONS 1. OPERATION: Tenant shall conduct its business in the Demised Premises in all respects in a dignified manner and in accordance with high standards of store operation and that of a first quality Retail Area. 2. BUSINESS HOURS. Tenant will remain open for business Monday through Saturday from 10:00 a.m. to 6 p.m., plus any additional tours for the Retail Area as set by the Landlord from time to time. Tenant may also remain open for any additional hours desired by Tenant, subject to Landlord approval. 3. WINDOW TREATMENTS. No curtains, draperies, blinds, shades, window tinting, or screens shall be attached to or hung or used in connection with any window or door of the Demised Premises without prior consent of the Landlord. Curtains, draperies, blinds, shades or screens must be of a quality, type, design and color approved by Landlord. Further, all draperies, shades or screens shall have a natural color or fabric facing exterior window views. 4. DELIVERIES. All deliveries or shipments of any kind to and from the Demised Premises shall be made in a manner directed by Landlord with no exceptions. Failure to abide by this rule could result in a foe by the applicable governing municipality, and Tenant shall indemnify and told Landlord harmless from and against any costs in connection with Tenant's violation of this restriction. Loading and unloading of merchandise, supplies and other goods, shall be made only by way of the rear of the Demised Premises at a location designated by Landlord, and only at such times designated for such purpose by Landlord; trailers and/or trucks servicing the Demised Premises may only park in portions of the Retail Area designated for such purpose by Landlord, and only while actively loading/unloading. In no event may any trucks be parked in a manner which may Interfere with the use of any Common Areas or any pedestrian or vehicular access. 5. RADIO, TELEVISION_ EXTERIOR NOISE. No radio, television, phonograph or other devices, or aerial attached thereto (inside or outside the Demised Premises) shall be installed without first obtaining in each instance the Landlord's written consent and if such consent be given, unless otherwise approved, no such device shall be used in a manner so as to be heard or seen outside of the Demised Premises, and no advertising medium shall be used which can be seen, heard or experienced outside the Demised Premises, including, but not limited to, flashing lights and searchlights. If any live music is played in the Demised Premises, same shall be performed in a manner so as not to be heard outside of the Demised Premises. Any nightclub shall install sound attenuation materials approved by Landlord inside the walls and ceilings of Demised Premises. 6. AREAS ADJOINING PREMISES. Tenant shall keep the areas immediately adjoining the Demised Premises in the front and at the rear of the Demised Premises, including any portion of the common areas where Tenant is given the right to use for a sales or service area, dean and free from dirt and rubbish, and Tenant shall not place, suffer or permit any obstructions or property in such areas or in any area outside of the Demised Premises 7. MAINTENANCE. Tenant will maintain the Demised Premises at its own expense in a dean, orderly and sanitary condition and free of unreasonable odors, insects, rodents, vermin, and other pests; will not bum or permit undue accumulation of garbage, trash, rubbish and other refuse, and will remove the same from the Demised Premises to compactors or other receptacles provided by Landlord, and will keep such refuse in proper containers on the interior of the Denused Premises until so removed from the Demised Premises. Tenant shall keep the entry and exit ways immediately adjoining the Demised Premised dean and shall not place or permit any rubbish, obstruction or merchandise in such areas. Tenant shall break down, flatten or otherwise condense all boxes and trash placed in any trash receptacle. Notwithstanding the foregoing, Tenant at its expense shall make special arrangements, which must be acceptable to Landlord, for the collection, storage and removal of any grease, oils, fats, renderings, foods, or similar waste all of which shall be carried and not dragged to the appropriate disposal facility, and shall not place same in any compactors or other trash receptacles for the Retail Area or in the sewer system of the Retail Area, or in the alternative Landlord will have the right to remove same and charge Tenant for all costs associated therewith, which shall be paid within ten (10) days after written demand by Landlord. No such waste materials shall be removed from the Demised Premises in any leaking bags or containers, and if any such waste materials spill on the common areas same shall be immediately cleaned up by Tenant. 8. STORAGE OF ARTICLES OUTSIDE PREMISES. Tenant will not place or maintain any merchandise, vending machines or other articles in the vestibule or entry of the Demised Premises, on the footwalks adjacent thereto or elsewhere on the exterior thereof. 9. USE OF AREAS OUTSIDE PREMISES Tenant will not use, or permit to be used, the malls or sidewalks adjacent to the Demised Premises, or any other space outside of the Demised Premises for the display or sale or offering for sale of any merchandise or for any other business, occupation or undertaking, unless permitted by Landlord in writing 10. NO SOLICITATIONS. Tenant will not use or pemh t the use of any portion of the Retail Area or the Demised Premises for solicitations, demonstrations or Itinerant vending, or any activities inconsistent with reasonable standards of good Retail Area practice; Tenant and Tenant's employees and agents shall not solicit business in the parking or other Common Areas of the Retail Area, nor shall Tenant distribute any advertising matter on automobiles parked in the parking areas or other Common Aram of the Retail Area without Landlord's prior written consent. 11. PLUMBING FACILITIES. The plumbing facilities within or serving the Demised Premises shall not be used for any purposes other than for which they were constructed, and no foreign substances of any kind shall be thrown therein. 12. NO SLEEPING OR LODGING. Tenant shall not use, permit or suffer the use of any portion of the Demised Premises as living, sleeping or lodging quarters. 13. EXCESSIVE FLOOR LOADS. No load will be placed on any floor of the Demised Premises which exceeds the floor load per square toot area which such floor area was designated to carry. Epoch LV-YogaFit Lease (LL &2616) EXHIBIT'F" 14. VIBRATION AND NOISE All mechanical equipment and machinery in or serving the Demised Premises will be kept free of vibration and noise which may be transmitted beyond the confines of the Demised Premises, and, to the extent applicable, Tenant will provide sound barriers for Tenant's roof -top HVAC system to the extent required by any environmental or other law, rule, regulation, guideline or order. 15. ODORS. Tenant shall not cause or permit strong, unusual, offensive or objectionable noise, odors, fumes, dust or vapors to emanate or be dispelled from the Demised Premises. 16 LIVE ANIMALS No live animals will be kept on or within the Demised Premises. 17. EXTERMINATOR SERVICE. Tenant must have the Demised Premises serviced by a pest exterminator approved or selected by Landlord at least once per month (once a week if Tenant sells food or beverages within the Demised Premises) at Tenant's expense- Landlord, at its option and from time to time, may, at the expense of the Tenant, employ a pest extermination contractor to service the Demised Premises at such intervals as Landlord may require, and Tenant shall permit said contractor to enter the Demised Premises to perform pest extermination services 18. FLOOR COVERING. Tenant shall not lay linoleum or other similar floor covering so that such floor covering shall come in direct contact with the floor of the Demised Premises and if linoleum or other similar floor covering is so used, an intediner of builder's deadening felt shall first be affixed to the floor by paste or other material soluble in water, so that such floor covering may be easily removed. The use of cement or other similar material is prohibited. 19. STORAGE OF VEHICLES/PARKING. No automobiles, trucks or other vehicles may be stored on the Retail Area, or may be parked on the Retail Area which are not capable of being run under their own power. Tenant and Tenant's employees shall park their cans only in those portions of the parking area designated for those purposes by the Landlord. Tenant shall furnish Landlord within 5 days after taking possession of the Demised Premises, the state of registration and automobile license numbers assigned to vehicles belonging to Tenant's employees and shall thereafter notify the Landlord of any change within 5 days after changes occur. Landlord has and reserves the right to after the methods used to control parking and the right to establish such controls and rules and regulations (such as parking stickers to be affixed to vehicles) regarding parking that Landlord deems desirable. Without liability, Landlord Wl( have the right to tow or otherwise remove vehicles improperly parking, blocking ingress or egress lanes, or violating parking rules, at the expense of the offending tenant and/or owner of the vehicle. Landlord shall not have any liability on account of any loss or damage to any vehicle or the contents thereof, Tenant hereby agreeing to bear the risk of loss for same. In the event that the Tenant or its employees fail to park their cars in designated parking areas as aforesaid, then the Landlord, at its option, may without limiting its right to other tow or have such vehicle removed, elect to charge Tenant ten ($10.00) dollars per day or partial day per car parking in any area other than that designated for employee parking. 20. ADVERTISING AND PROMOTIONAL MATERIALS. Tenant will not display, paint or cause to be displayed, painted or placed, any handbills, bumper stickers or other advertising or promotional materials or devices on any vehicle parked in the parking area of the Retail Area, whether belonging to Tenant, or to Tenant's agents or employees, or to any other person, will not distribute, or cause to be distributed, in the Retail Area, any handbills or other advertising devices, and will not conduct or permit any activities that might constitute a nuisance or unreasonable source of annoyance to other tenants of the Retail Area or their customers. 21. DISPLAYS AND DECORATIONS. Tenant shall not place, suffer or permit displays or decorations on the sidewalks outside of the Demised Premises or on or upon any of the parking or other common areas of the Retail Area. Additionally, Tenant shall not place or permit to be placed any seating areas outside of the Demised Premises or anywhere within the Common Areas without the express prior written consent of Landlord 22. HAZARDOUS SUBSTANCES. The term "Hazardous Substances", as used in this lease, shall include without limitation, flammables, explosives, radioactive materials, asbestos, polychlorinated biphenyls (PCBs), chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials, petroleum and petroleum products, and substances declared to be hazardous or toxic under any law or regulation now or hereafter enacted or promulgated by any governmental authority Tenant's Restrictions: Tenant shall not cause or permit to occur: i. any violation of any federal state, or local law, ordinance, or regulation now or hereafter enacted, related to environmental conditions on, under, or about the Demised Premises or arising from Tenant's use or occupancy of the Demised Premises including, but not limited to, soil and ground water conditions; or ii. the use, generation, release, manufacture, refining, production, processing, storage or disposal of any Hazardous Substance without Landlord's prior written consent, which consent may be withdrawn, conditioned, or modified by Landlord in its sole and absolute discretion in order to insure compliance with all applicable "Laws" (hereinafter defined), as such Laws may be enacted or amended from time to time. Environmental Cleanup: 1. Tenant shall, at Tenant's own expense, comply with all laws regulating the use, generation, storage, transportation, or disposal of Hazardous Substances ("Laws"). ii. Tenant shall, at Tenant's own expense, make all submissions to, provide all information required by and comply with all requirements of all governmental authorities under the Laws. iii. Should any governmental authority or any third party demand that a cleanup plan be prepared and a cleanup be undertaken because of any deposit, spill, discharge, or other release of Hazardous Substances that occurs during the term of this lease, at or from the Demised Premises or which arises at any time from Tenant's use or occupancy of the Demised Premises, then Tenant shall, at Tenant's own expense, prepare and submit the required plans and all related bonds and other financial assurances and Tenant shall carry out all such cleanup plans. Epoch LV-YogaFit Lease (LL B-26-16) EXHIBIT "F C. Tenant shall promptly provide all information regarding the use, generation, storage, transportation, or disposal of Hazardous Substances that is required by Landlord. d. If Tenant fails to fulfill any duty imposed under this Paragraph within thirty (30) days following Landlord's written request, Landlord may proceed with such efforts and in such case, Tenant shall cooperate with Landlord in order to prepare all documents Landlord deems necessary or appropriate to determine the applicability of the Laws to the Demised Premises and Tenants use thereof and for compliance therewith and Tenant shall execute all documents promptly upon Landlord's request and any expenses incurred by Landlord shall be payable by Tenant as an additional rent No such action by Landlord and no attempt made by Landlord to mitigate damages under any Law shall constitute a waiver of any of Tenant's obligations under this Paragraph. Tenant's obligations and liabilities under this Paragraph 22 shall survive the expiration of this lease. 23. INCIDENT NOTICE. Tenant shall give to Landlord prompt written notice of any accident, fire, burglary, theft, or damage occurring on or to the Demised Premises Epoch LV-YogeFit Lease (LL 8-26-16) EXHIBIT 'F' ADDENDUM TO LEASE NO. 2 This Lease Addendum ('Addendum') dated CM r 2016, is entered into between LAS VENTANAS AT BOYNTON BEACH, LTD ('Landlord') and SEOUL SISTERS YOGA, INC. ('Tenant) AND YOGAFIT FRANCHISING, LLC ('YogsFlt"). RECITALS The parties have entered into a Lease Agreement, dated �Iilif/ / , 2016 (the 'Lease') for the premises located at B-1517 N. Federal Highway, Boynto Beech, Florida (the'Promises"). Tenant has agreed to use the Premises only for the operation of a YoGAFrT Studio pursuant to a franchise agreement ("Franchise Agreement') with YogaFit. The partes desire to amend the Lease in accordance with the terms and conditions contained in this Addendum. AGREEMENT 1. Remodelina and 0600r. Subject to compliance with Section 15 of the Lease, Landlord agrees to allow Tenant to remodel, equip, paint and decorate the interior of the Premises and to display such propnetary marks and signs on the interior and exterior of the Premises pursuant to the Franchise Agreement and any successor Franchise Agreement. 2, Assianment Tenant has the right to assign all of its right, title and interest in the Lease to YogaFit at any time during the term of the Lease, including any extensions or renewals, without first obtaining Landlord's consent but with at least thirty (30) days prior written notice to Landlord. As a condition to such assignment, however, all defaults must be cured. Further, no assignment will be effective, however, until YogaFit gives Landlord written notice of its acceptance of the assignment or YogaFit exercises control over the Premises and all defaults are cured. If YogaFit elects to assume the Lease under this paragraph or unilaterally assumes the Lease as provided for in subparagraphs 3(c) or 4(a), or is deemed to have assumed the Lease by Its exercise of control of the Premises, Landlord and Tenant agree that (0 Tenant and any existing guarantor will continue to remain liable for the Tenants responsibilities and obligations under the Lease, including amounts owed to Landlord prior to the dela of assignment and assumption, and (10 YogaFit will have the right to sublease the Premises to another YoGAFR franchisee, without further need for Landlord approval but with no less than thirty (30) days prior written notice to Landlord, provided the franchisee agrees to operate the Studio as a YOGAFrT Studio pursuant to a franchise agreement with YogeFit YogaFit will remain responsible for the lease obligations incurred after the effective date of the assignment. Notwithstanding anything contained in this Addendum to the contrary, (a) no assignment or sublet shall be effective while any defaults remain uncured, and (b) other than as specifically set forth in Section 3 of this Addendum, Landlord shall not be required to provide additional notices or opportunities to cure defaults, other than as provided in the Lease and Section 3 below. 3. Default and Notice. (a) In the event there is a default or violation by Tenant under the terms of the Lease, Landlord agrees to give Tenant and YogaFit written notice of such default or violation within a reasonable time after Landlord knows of its occurrence. Landlord agrees to provide YogaFit the written notice of default as written and on the same day Landlord gives it to Tenant. Although YogaFit is under no obligation to cure the default, YogaFit will notify Landlord within fifteen (15) days of its receipt of such notice if YogaFit intends to cure the default and unilaterally assume Tenant's interest in the Lease as provided in Paragraph 3(c). YogaFit will have an additional 15 days from the expiration of Tenant's cure period in which to cure the default or violation. (b) All notices to YogsFft must be sent by registered or certified mail, postage prepaid, to the following address: YogaFit Franchising, LLC 2411 Galpin Court, Suite 110 Chanhassen, MN 55317 (952) 474-5422 YogaFit may change its address for receiving notices by giving Landlord written notice of the new address. Landlord agrees to notify both Tenant and YogaFit of any change in Landlord's mailing address to which notices should be sent. (c) Upon Tenant's default and failure to cure a default under either the Lease or the Franchise Agreement, and the curing of all defaults under this Lease, YogaFit has the right (but not the obligation) to unilaterally assume Tenant's interest in the Lease In accordance with Paragraph 2 4. Termination or Expiration. (a) Upon the expiration or termination of the Franchise Agreement, YogaFit has the right (but not the obligation) to unilaterally assume Tenant's interest in the Lease in accordance with Paragraph 2. (b) Upon the expiration or termination of the Lease, if YogaFit does not assume Tenant's interest in the Lease, Landlord agrees to allow YogaFrt to enter the Premises for a period of ten (10) days after such expiration or termination, without cost and without being guilty of trespass to remove all signs and all other items identifying the Premises as a YOGAFrT Studio and to make such other modifications as are reasonably necessary to protect the marks and system, and to distinguish the Premises from YOGAFrT Studios. YogaFit shall repair all damage caused by such actions and indemnify and hold Landlord harmless from and against all claims, damages and losses sustained as a result of such actions.. 5 Consideration: No Liability. (a) Landlord acknowledges that the provisions of this Addendum are required pursuant to the Franchise Agreement and that Tenant may not lease the Premises without this Addendum. (b) Landlord acknowledges that Tenant is not an agent or employee of YogeFit and Tenant has no authority or power to act for, or to create any liability on behalf of, or to in any way bind YogaFit or any affiliate of YogaFit and that Landlord has entered into this Addendum with full understanding that it creates no duties, obligations, or liabilities of or against YogsFrl or any affiliate of YogaFit. (c) Nothing contained in this Addendum makes YogaFit or its affiliates a party or guarantor to the Lease, and does not create any liability or obligation of YogaFit or its affiliates other than as provided in this Addendum. 6, Modification. No amendment or variation of the terms of this Addendum is valid unless made in writing and signed by the parties and the parties have obtained YogeFifs written consent. Epoch LV-YogaFit Lease (LL 8-26-16) ADDENDUM TO LEASE NO. 2 7. Reaffirmation of Lease. Except as amended or modified by this Addendum, all of the terms, conditions, and covenants of the Lease remain in full force and effect. 8. Miscellaneous. (a) References to the Lease and to the Franchise Agreement include all amendments, addenda, extensions, and renewals to the documents. (b) References to Landlord, Tenant, and YogaFit include the successors and assigns of each of the parties. [signature page(s) follow] Epoch LV-YogaFit Lease (LL 8-26-16) ADDENDUM TO LEASE NO. 2 8 'ON 3SV31 Ol VinON300V W -W -g lV C"Wl 74"ficA Al 400d3 011 'ONtSIMMAW IWVSOA Pal, ucB 'o8 P A -7 :amolOM/1 'Ou1 3 L Wqv UMM 4PP ®41 P - un"M IN PW— -X4 MMW"'JO3kGHM 833V11M NI S TH CONSTRUCTION INTERNATIONAL INC. PROPOSAL & CONTRACT Build-Out-"YOGAFIT" June 22, 2016 Mr. Charles Anzalone, Owner 1499 US1 Boynton Beach, FL 33426 Project: Build -Out "YOGAFIT' 1499 US 1 Boynton Beach, FL 33426 STEALTH CONSTRUCTION INT., INC proposes to supply all labor, materials and equipment require to perform the Required Retaining Wall, as specified below. All work specified herewith will be accomplished for the Total price of $98,200.00 Nighty - Eight -Thousand -Two -Hundred -Dollars and No -Cents. Our proposal is based on a site investigation, conversation(s) with the Owner, and review of "Yogafit"-Specifications, herewith "Attached." We are ready to commence Design /construction upon execution of this proposal and a 10% Deposit payment of $9,820.00 SHEEL CONSTRUCTION ONLY SUBJECT TO THE FOLLOWING QUALIFICATIONS AND EXCLUSIONS ON THE BOTTOM SIDE HEREOF: GENERAL CONDITIONS: 1. Stealth will perform this work as a GC — Contractor. 2. We have included a Part-time Superintendent to supervise all construction activities. 3. We have included liability and Worker's Comp. Insurance. 830 SW 11th TER., BOCA RATON, FLORIDA 33486 STATE OF FLORIDA LICENSE CGC-057774 & CCC -1329019 DIRECT LINE: 954-818-0375 STEALTHmeb(a),gmail.com June 22, 2016 Proposal: Bund -out "YOGAFIT' 1499 US1 Boynton Beach Owner: Mr. Charles Anzalone, Owner Page 2 of 4 4. All work will be performed by licensed or skilled labor. 5. All work will be performed during normal business hours and is planned and scheduled for a five day work week, if required Saturday work will be performed in order to maintain the Project Schedule. a. The Planned Job Duration is scheduled for (75) seventy-five Days 6. All temporary power and water for the construction will be supplied by Owner/Landlord. 7. Builder Risk Insurance is not included. 8. Minor changes, if approved by the Owner, can be performed by Stealth Construction on a (Time & Material) bases, otherwise a signed Change Order will be required prior to any additional work being started. 9. All Change Orders shall carry a 7% Overhead and 7% Profit expense added to them. 10. We have not included any permitting expenses; this will be the Owner's Responsibility. 11. We have included all required contract drawings, required to obtain a Building Permit from the City of Boynton Beach Building Department. 12. Geotechnical, Soil Engineering report, soil borings, etc., by Owner. 13. Stealth will required a Dumpster location, to be directed by Owner/Landlord during construction. SCOPE OF WORK. "To be in accordance with the Attached Yoeafit Specifications" 1. General Conditions 2. All required demolition work 3. All concrete work. 4. CMU Block Work 5. All required Built -In Front Desk 6. Roof Curb & BuiMine Insulation 7. Interior Frames, Doors, Hardware, etc. ' 1180 SW IOTA ST., BOCA RATON, FLORIDA 33486 STATE OF FLORIDA LICENSE CGC-057774 & CCC -1329019 DIRECT LINE: 954-818-0375 STEALTHmebngmail.com June 22, 2016 Proposal: Build -Out "YOGART' 1499 USI Boynton Beach Owner: Mr. Charles Anzalone, Owner Page 3 of 4 8. Interior Metal Framing. 20 ga. Type "X" Fire Rated Drywall, 9. New Floorine, Rubber Tile as Reception desk, Carpet Sheet Vinyl at Breakrooms and Restrooms. i.e. We have included a $g.00 per so ft. as required by "YogaFit" Spec. we will contact SWAT at $61-226-6026 10. Acoustic Ceiline 2x2 grid. Drywall Soffits. etc. 11. Mirror and Glass 12. Exterior Signage. "Including Separate Permit" 13. Priming Palatine and WaUcovetine According to Yogafit Specification 14. Plumbing, ADA Bathrooms, Breakroom Sink/w/Disp. Water Heater, Moa Sink_ ADA Drinkine Fountain. 15. Mechanical, New 5 -Ton RTU on Roof Heat Exchanger, Spiral Duct -work, Bathroom Exhaust, Relocate ThermosUt. Grills, and "Test -&-Balance" System at Completion 16. Fire Proted-t adiust existing headb add new as Required Permitting — to be Performed by "Landlord's Contractor" 17. Electrical New 200 AMP serviceDisconnect, Relocation of Existing Lights. New Track lighting. Incandescent Down Lighting Emer, Lighting. New 2x4 Lighting. GFI Dedicated Circuits, Voice/Data Boxes etc., as required by "YogaFyt" Spec 18. Final Clean -Up EXCLUSIONS: 1. Permit Cost by Owner 2. Special Inspector, if required — by Owner 3. Survey, if required — by Owner 4. No other work included, other than what is called out above. JOB DURATION: 1. All work will be performed during normal business hours. This job is planned and scheduled for a five day work week and a total Job Duration of seventy-five (75) days. PAYMENT SCHEDULE: 1. Deposit 10% or $9,820.00 2. All work will be billed on US Government Construction Pay Application form 1180 SW 10TH ST., BOCA RATON, FLORIDA 33486 STATE OF FLORIDA LICENSE CGC-057774 & CCC -1329019 DIRECT LINE: 954-818-0375 STEALTHmebAgmail.com June 22, 2016 Proposal: Owner: Page 4 of 4 G703 & G704 Build -Out "YOGAFIT' 1499 USl Boynton Beach Mr. Charles Anzalone, Owner 3. Bill as work is completed. AUTHORIZED SIGNATURE I Ed Be} euille, C OS 774 & CCC 1 19 TH CONSTRUCTION SA, INC. ACCEPTANCE OF PROPOSAL — The above quotation and conditions are acceptable and satisfactory. You are here by authorized to perform the work as specified. Payment will be made as outlined. 4 Date / Executed B Mr. Ch4esone, Owner 1180 SW 10TH ST., BOCA RATON, FLORIDA 33486 STATE OF FLORIDA LICENSE CGC-057774 & CCC -1329019 DIRECT LINE: 954-818-0375 STEALTHmebkgmail.com LL m ft-, Ll IL BOYNTON =BEACH' RA CRA BOARD MEETING OF: April 11, 2017 X i Consent Agenda I I Old Business I I New Business I I Legal I I Information Only I I CRAAB AGENDA ITEM: VIII.O. SUBJECT: Approval of Seoul Sister Yoga, Inc. d/b/a/ YogaFit for Construction Permit Incentive Grant Program SUMMARY: The Commercial Construction Permit Incentive Program is designed to assist businesses with permit costs associated with the renovation and /or new construction projects. Approved applicants are eligible for the reimbursement of City of Boynton Beach building permit fees in the amount of 2.3% of the project's permitted valuation if their project cost is under $250,000 and 3.3% of the project's permitted valuation if their project coast if over $250,000 with a maximum grant of $66,000. Seoul Sister Yoga, Inc. d/b/a/ YogaFit is a tenant in Las Ventanas located at 1517 S. Federal Highway, Boynton Beach, FL 33435. The valuation of the project stated on the building permit is $98,200. Based on the valuation of the project the applicant is eligible for 2.3% reimbursement of the permit fees which comes to $2,259. Grant funding is not disbursed until the project is completed and the Certificate of Occupancy has been issued by the City of Boynton Beach FISCAL IMPACT: $2,259 — Project Fund 02-58400-444 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Approve the Construction Permit Incentive Grant not to exceed $2,258.60 to Seoul Sister Yoga, Inc. d/b/a YogaFit for the property located at 1517 S. Federal Highway, Boynton Beach, FL 33435. Michael Simon, Interim Executive Director BOW'-4TO 2,9 October 1, 2016 — September 30, 2017 RA �C y�r(,N 10�� �F BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY C� ,Coq COMMERCIAL CONSTRUCTION PERMIT INCENTIVE PROGRAM Program Rules & Requirements The Commercial Construction Permit Incentive Program was created to assist existing and new businesses through the reimbursement of permit costs associated with the substantial renovation of an existing commercial property, or new construction of a commercial project, within the Boynton Beach Community Redevelopment Agency (the "CRA") district. This grant program is intended to provide additional financial assistance to property owners/tenants who are investing private sector funding into the redevelopment of commercial properties. The Commercial Constniction Permit Incentive Program will reimburse approved applicants with the cost of permit fee expenses up to 3.3% of the project's construction value. Commercial Construction Permit Incentive Program applicants may also be eligible for other CRA Economic Development Programs; i.e., Commercial Facade, Commercial Interior Build -Out and/or Rent Reimbursement. Commercial Construction Permit Incentive Program funding may be budgeted annually by the ..,,A Board and awarded on a first-come, first-served basis. All applications are subject to CRA Board approval. Making application to the program is NOT a guarantee of funding: Io Incentive Fur�dinc Commercial Construction Permit Incentive Program awards grant funding amounts based on a percentage of the project's construction value as it appears on the Palm Beach County- Wide/Municipal Building Permit Application Form submitted to the City of Boynton Beach at the time of permit approval. Projects valued up to $4,000,000 are eligible for funding under this program. The maximum amount of funding that may be awarded to any one applicant for a project is 3.3% of the construction value, but may not exceed $66,000. See the attached copy of the City of Boynton Beach Building Division Fee Schedule for more information on fees. Projects valued between $1 and $249,999 are eligible to be reimbursed through grant funding for up to 2.3% of the project's construction value. Projects valued between $250,000 and $4,000,000 are eligible to be reimbursed through grant funding for up to 3.3% of the project's construction value, but grant funding will not exceed $66,000. (VIrtwe Page 1 of a 710 North Federal Highway, Boynton Beach, FL 33435 Phone 581-737-3258 Fax 581-737-3258 oo72a23s-1 www.caWhboynton.Cu+ Funding is disbursed on a reimbursement basis only. Reimbursement is provided after the CR" Board approves the grant to the applicant, the project is completed and the applicant provides tit CRA with all documentation listed under Section V. Procedures for Reimbursement of this application. By submitting an application, the Applicant acknowledges that the grant reimbursement program is in place to further the goals and objectives of the CRA and that the CRA Board reserves the right to approve or deny any application under the grant program and to discontinue payments at any time If, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for the redevelopment of the CRA District. II. Eliaibility Requirements Projects must be located within the CRA District (see attached CRA District Map). Application for the Commercial Construction Permit Incentive Program must be made within three months of final permit approval by the City of Boynton Beach. The Applicant's Experian consumer report must reflect an acceptable level of financial stability, as determined by the CRA in its sole discretion. A copy of the consumer report will be provided to the Applicant upon request. Applicants whose Experian credit score is below 601 are not eligible. If a majority of the business owners have credit scores below 601, the business is not eligible. III. Ineligible Businesses The following business tvPes are ineligible to receive grant funding thrpugh the Commercial Construction Permit grant Program: Firearm Sales • Convenience Stores Religious Affiliated Retail Stores • Churches • Non Profits • Tattoo Shops/Body Piercing/Body Art Shops • Check cashing stores • Take -Out Foods • Adult Entertainment • Liquor Stores • Adult Arcades • Vapor Cigarette, Electronic Cigarette, E Cigarette Stores • Kava Tea Bars • Pawn Shops • Alcohol and/or Drug Rehabilitation Centers/Housing • Medical Research Centers/Housing • Hair/Nail Salons • Fitness Centers Page 2 of 8 710 North Federal Highway, Boynton Beach, Fl- 33435 Phone 561-737-3256 Fax 561-737-3258 oortar3s-1 www,catchboynton.com E Florists E Any other use that the CRA staff or CRA Board determines does not support the redevelopment of the CRA district W,i. Procedures for A fication and Approval A, ppilcation Process Applications can be obtained tram the CRA office located at 710 North Federal Highway, Boynton Beach, Florida 33435 or downloaded from www.Gatchboynton.com. All applicants are required to meet with CRA staff in order to determine eligibility before submitting an application. Funding requests will not be considered until all required documentation is submitted to the CRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the CRA Board. Applicants must submit an original, "hard copy" application with all materials to the CRA for review and approval by the CRA Board. Applications will be considered on a first-come, first-served basis. Application packets must include the following documentation: Completed and signed Incentive Program application. Copy of Lease, if applicable. 3. Copy of paid receipt for approved final building permit. W9 Form (attached to grant application). 154 Copy of elevations, site plan and floor plans as submitted to the City of Boynton Beach. 6. A minimum of four (4) color digital "before" photos of the project. Application and CRA Board approval of this grant is for funding only. Approval of CRA grant funding is NOT approval of any type of City processes including, but not limited to, permits and site plan modification. Applicants must apply for permits and site plan modification through the appropriate departments at the City. All commercial projects require permitting and site plan modification reviews. It is the responsibility of the Applicant to obtain all necessary City approvals. Approval ®f Funding Request CRA staff will review the application to verify that the project is eligible for reimbursement and that all required documentation has been submitted. If it meets these requirements, CRA staff will present the funding request to the CRA Board for review and approval. The CRA Board meets on the second Tuesday of each month. The schedule for CRA Board meetings can be obtained at www.catchboynton.com. Applicants will be notified of the date and time that their applications will be considered by the CRA Board. The CRA recommends that applicants attend the CRA Board meeting during which the Board will consider their applications in order, to answer any questions the CRA Board may have regarding their application. CRA staff will notify the applicant of the CRA Board's approval or denial in writing. als Page 3 of 8 710 North Federal Highway, Boynton Beach, FL 33435 Phone 561-7373256 Fax 561-737-3258 www.catchbgynto 00724236.4 v rv— Site Visits CRA staff may conduct a site visit prior to transmitting the application to the CRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during and after the project in order to determine and ensure compliance with the terns of the grant agreement. V. Procedures for Reimbursement Reimbursement Documentation Once the project is completed and a Certificate of Occupancy or Completion is obtained, the Applicant shall submit a written request for reimbursement to the CRA along with the following documentation: 1. Copies of all permit fee receipts paid to the City of Boynton Beach. 2. Copy of Certificate of Occupancy or Certificate of Completion from the City of Boynton Beach. 3. Final Release of Lien from General Contractor for the completed project (No partial release of liens accepted). 4. Color digital "after" photos of the project. Applicants shall allow the CRA the rights and use of photos and all project application materials. 5. If applicant is tenant and/or owner, occupying the space as its place of business, copies of the City of Boynton Beach Business Tax Receipt and Palm Beach County Business License are required. By submitting for reimbursement, the applicant warrants that all bills for which applicant is directly responsible related to the project are paid in full including, but not limited to, all contractors, labor, materials, related fees and permits. The Boynton Beach CRA is a public agency and is governed by the Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be subject to production by the CRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the project. Nor shall issuance of a grant result in any obligation on the party of the CRA to any third party. The CRA is not required to verify that entities that have contracted with the Applicant have been paid in full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which Applicant is directly responsible is sufficient assurance for the CRA to award grant funding. �Init�tls Page 4 of 8 710 North Federal Highway, Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 www.catchbovn ton.com 007242361 APPLICANT INFORMATION (Use Additional Shoots If Necessary) Are you applying as the: Owner of the property Project Property Address: 1. Applicant Name:_____ Current Address: Eknai1:------- 2. Property Owner Name:_,_ Current Address: Email: TAL VALUE OF PROJECT: BUSINESS INFORMATION: Business Name (D/B/A if applicable): Current Business Address:_ Tenant of the property (interior build -out project) Phone M Phone M Fed ID# (if applicable). Phone: --,---,.- Website: Existing Business: Yes No — Number of years in existence: -.-- Length of Time at Current Loc-ation:_---------,, v. Do you have an executed lease agreement for the building?: Yes No If you are applying as the owner of the property, do you have a tenant?: Yes No ��,°' ltlale Pap 5 of 8 710 North Fadaral Highway, Boynton Beach, FL 33435 Phone 561-737-3256 Fax 569-737-3258 w~caWhWvnton,cDrn 00724235-1 Name of tenant/business on lease agreement: Type of business: Are you applying for grant assistance under any other program offered by the CRA: Yes No If yes, what additional programs are you applying for: Are you receiving grant assistance from any other governmental agencies: Yes No If yes, list any additional grant sources and amounts: CERTIFICATION AND WAIVER OF PRIVACY: I, the undersigned applicant, certify that all information presented in this application, and all of the Information furnished in support of the application, Is given for the purpose of obtaining funding under the Boynton Beach Community Redevelopment Agency Commercial Construction Permit Incentive Program, and it is true and complete to the best of my knowledge and belief. I further certify thwi I am aware of the fact that I can be penalized by fine and/or Imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand Ow teems and conditions set forth and described in the Boynton Beach Community Redeveloprnerd- agency Commercial Construction Permit Incentive Program Application and Guidelines I understand that this application is not a guarantee of funding. Should my application be approved, I understand that the CRA may, at Its sole discretion, discontinue payment at any time If, In Its sole and absolute discretion, it determines such assistance no longer meets the program criteria or Is no longer benefiting the furtherance of the CRA mission. I hereby vraive my rights under the privacy and confidentiality provision act, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential Information given herein. i further grant permission, and authorize any bank, employer or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorixe the CRA to run a credit report as part of this application, and understand that Information In my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the CRA or its agents to take photos of myself and business to be used to promote the program. I understand that If this application and the information furnished In support of the application are found to be incomplete, It will not be processed. Page 6 of 8 710 North Federal Highway, Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 www. ca tch boon ton . corn OD724235-1 nitlals OE M 14VIPLICATOKI 10 NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. if thane is more than one applicant andlor property owner, please paint this page and use for addldonal signatures. Printed Name Title STATE OF COUNTY OF BEFORE ME, An offer duly guthorized by law to administer oaths and take acknowledgements, personally _ ✓ who is/are personally known to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposes mentioned In it and that the instrument is his/her act and deed. NITNESS OF THE FOR GOING I have set my hand and official seal in the State and County aforesaid on this day of 1 , 2047 1 � NOTARY PUBLIC My Commission Expires: 0,0""''ft ., THERESA UMMACK .= MY COMMISSION 6 FF 078493 y• EXPIRES: January 11, 2018 11f ,i4� Bonded Thru Notary Public Under ricers Page 7 of 8 710 North Federal Highway, Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 mm.catchboynton.00m 00724235-1 (SRM (T- Printed T 2017- Building Permit Incentive -Seoul Sister Yoga Inc. dba YogaFit IF YOU ARE APPLYING AS A TENANT THE: PROPERTY OWNER MUST SIGN THE APPLICATION Pratx� y Owner's r Prinied Name STATE OF _-__ , COUNTY f)Iroikt_�- Data Title BEFORE ME, ate, off) r duly authorized by law to administer oaths and take acknowledgements, personally ��T�I>rrrlr��ri. 1P_�►.� __ d17�- _ who is/are personal) kn fo egto or produced as identification, and aoknowle g executed the Ing Agreement for the use and purposes mentioned In it and that the Instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set qL hand and official seal In the State and County aforesaid on this dayof 20 77 N AFtY PUBLIC ' r!'4e JUMARRMW * * WCO1�IIrtISSIONtFF 112139 Commission Expires: EXPIRES, 0*1xir28,2018 recta Baade0Thro6idpdtt*rySrMrq Page 6 of 0 710 North Federul Highway, Doynlnn Beach, Fi, 33435 Phone 561-737-3256 Fax 661-737-3268 01724?.'i5 9 SE'12th,Ave - -' 40. N o _ I - Riviera Or __ T Riviera Dr Snug.Harbor Dr LL y t 'rice T E t R Woolbrighd ... .o.., «.-.,.. .a. ....... �..., E Woolbright Rc " 2016 -.� - - -'� � � � _ E Woo{tiriglit R� so 50 LL (r k -o S80,000,000 each year es 2016 S68,131:988 s0 S68:131:888 THE SHOPPYS OF LAS VENTAN S 9 THIS LEASE made and effective this 5 day of L6 (the 'Effective Date'), by and between LAS VENTANAS AT BOYNTON BEACH, LTD., e F orida limited partnership (hereinafter referred to as "Landlord') and SEOUL SISTERS YOGA, INC., a Florida corporation (hereinafter referred to as 'Tenant"). INTRODUCTORY PROVISIONS A) Tenants Name: B) Term SEOUL SISTERS YOGA, INC. d/b/a: YOGAFIT Initial Term: The Term of this Lease shall commence on the earlier of (a) Tenant's opening for business, or (b) one hundred eighty (180) days following the Delivery Date (the 'Commencement Date') and shall expire on the last day of the ninety-sixth (B8'") full calendar month following the Rent Commencement Date (hereafter the 'Expiration Date'). Option Term. See Extension Option - Addendum to Lease. C) Tenant Space Number Address B-1517 N. Federal Hwy Boynton Beach, FL 33435 D) Retail Area: The Shoppes at Las Ventanas E) S.F of Premises. Approximately 1,726 Square Feet, as more particulany described in Section 2 of this Lease F) Rent See Base Rent Schedule - Addendum to Lease G) Rent Commencement Date: The earlier of (a) Tenant opening for business, or (b) one hundred eighty (180) days following the Delivery Date. H) CAM Commencement Date. Same as 1(G) above 1) Security Deposit/Guarantor $7,823.18 and Personal Guaranty of Charles Anzalone ('Guarantor") J) Other Sums Payable: Common Area Charges and Tenant's Share of Retail Area Expenses First Year Common Area Charge: $8,630.00, payable $719.17 monthly (plus sales tax and the prorated amount of such Common Area charge based on the actual number of days in the commencement month if the Rent Commencement Date is not the first day of a calendar month) Commencing on the first anniversary of the Rent Commencement Date (provided such anniversary date falls on the first day of the month, otherwise on the first day of the following month) and each anniversary thereafter, the Tenant's Common Area Charge shall increase by five (5%) percent over the previous year's Common Area Charge First year Share of Retail Area Expenses: $6,041.00, payable $503.42 monthly (plus sales tax and the prorated amount of such Share of Retail Area Expenses based on the actual number of days in the commencement month of the Rent Commencement Date is not the first day of a calendar month). K) Use Summary: Tenant shall use the Demised Premises for the operation of a yoga studio. As part of Tenant Permitted Use, Tenant may sell fitness memberships and offer to its members, personal training services, tanning, therapeutic massage. beverage vending, and sale of supplements Tenant may not use the Premises for any other use or purpose. 2. DEMISED PREMISES a. Landlord leases to Tenant and Tenant leases from Landlord that certain premises (the "Demised Premises"), the location of which is depicted on the Site Plan attached hereto as composite Exhibit "A" located within the retail area known as the Shoppes at Las Ventanas (the "Retail Area"). The Retail Area is part of a mixed- use development known as les Ventanas, which is comprised of retail and residential uses, all as shown on Exhibit "A" It is understood that the configuration and dimensions of the Demised Premises, as shown on Exhibit "A", and the square footage thereof may vary with field conditions and measurements and Tenant hereby agrees and stipulates that the stated approximate square footage of the Demised Premises listed in Section 1(E) as the square footage of the Demised Premises for all purposes in this Lease and the Demised Premises shall not be remeasured The boundaries and location of the Demised Premises are cross -hatched on a diagram of the Retail Area depicted on Epoch LV-YogaFrt Lease (LL 15-2616) the site plan attached hereto as Exhibit "A". Exhibit "A" sets forth the general layout of the Retail Area and shall not be deemed to be a warranty, representation or agreement on the part of Landlord that said Retail Area will be exactly as indicated on said diagram. Landlord may increase, reduce or change the number, dimensions or locations of the walks, buildings and parking areas as Landlord shall deem proper. Landlord reserves the right to make alterations or additions to, and to build additional stores on, the building in which the Demised Premises are located, and to add buildings adjoining same or elsewhere in the Retail Area. Landlord further reserves the right to acquire additional land within which to expand the Retail Area. b. The use and occupation by Tenant of the Demised Premises shall include the right to the non- exclusive use, in common with others, of automobile parking areas (including designated Retail Area garage parking), utility lines, drainage improvements, retention and detention areas, signs, elevators, stairwells, public areas, driveways, truck and service courts, loading docks, pedestrian sidewalks and ramps, landscaped areas, and other similar facilities located within the Las Ventanas project and designated for common use by Landlord and/or under any Common Area Agreement as such term is herein defined (collectively referred to herein as 'Common Areas'), subject, however, to the terms and conditions of this Lease and to reasonable rules and regulations for the use thereof, as prescribed from time to time by Landlord or in accordance with any Common Area Agreement. Landlord reserves the right to enter into agreements with the owner(s) or tenant(s) (including Landlord or any affiliate of Landlord) of any other property or improvements adjacent to the Retail Area (including all or portions of the Las Ventanas project, irrespective of whether owned by Landlord or any affiliate of Landlord), which may permit the shared use of, or provide for the shared maintenance of, certain facilities (including the Common Areas) located within or upon all or portions of the Las Ventanes project (such agreement(s) being referred to herein as a 'Common Area Agreemenn. 3. LENGTH OF TERM The Initial Term of this Lease (the 'Term') shall be as set forth in Section 1(B). 4. COMMENCEMENT OF TERM AND POSSESSION a. The Commencement Date shall be the earlier of () Tenanfs opening for business, or (b) the one hundred eightieth (180"') day following the Delivery Date. The Delivery Date shall mean the date which is five (5) days after the date upon which Landlord delivers the Premises to Tenant in 'AS IS" CONDITION. The Term shall expire on the Expiration Date set forth in Section 1(B). Upon the Commencement Date, Tenant shall execute and deliver to Landlord a written declaration in recordable form stating the Commencement Date and Expiration Date thereof, and certifying that the lease is in full force and effect and there are no defenses or offsets thereto or stating those claimed by Tenant b. In the event that Tenant does not open the Demised Premises for the conduct of its business within ninety (80) days after the Commencement Date as provided above, such failure shall be deemed a default hereunder and Landlord shall be entitled to all remedies as set forth in Section 26 glow.. Tenant agrees to submit to Landlord within thirty (30) days from the execution of this Lease code compliant plans and specifications, prepared by a licensed Florida architect covering all work which Tenant proposes within the Demised Premises (herein referred to as 'Tenant Improvements' to do at Tenant's sole cost and expense in the Demised Premises. Such plana and specifications shall be prepared in such detail as Landlord and any applicable governmental authorities may require and Tenant agrees not to commence Tenant Improvements until Landlord and such governmental authorities have approved such plans and specifications in writing, with such Landlord's approval not to be unreasonably withheld or delayed. Within five (5) days following approval by Landlord, Tenant agrees to submit plans and specifications to the appropriate governmental authority for the issuance of a building permit. In the event Tenant fails to submit such plans and specifications to Landlord as aforesaid, such failure shall be deemed a default hereunder and Landlord shall be entitled to all remedies as set forth in Section 26 below. C. Tenant accepts the Demised Premises in its present 'AS -IS" condition, with no obligation of Landlord to make any improvements to the Demised Premises. By accepting the Demised Premises, or by installing fixtures, facilities or equipment or performing finishing work and Tenant Improvements, Tenant shall be deemed to have accepted the Demised Premises and to have acknowledged that the Demised Premises are in the condition required by this Lease d. Tenant Improvements shall be performed by a licensed and insured contractor approved by Landlord in its reasonable discretion. Tenant shall procure all permits, licenses and other authorizations required for the lawful and proper undertaking of Tenant Improvements. Tenant shall assume full responsibility for compliance with any laws, codes or regulations, including associated costs for same, in connection with Tenant Improvements The following items must be submitted to Landlord's representative prior to commencement of Tenant Improvements: I final and complete set of Landlord -approved construction documents that will be used for obtaining a building permit and for construction purposes, a copy of the building permit; iii a copy of a Certificate of Insurance from Tenant's general contractor naming the Landlord and property manager as additional insureds, and iv. a list of all subcontractors from Tenant's general contractor who will be providing materials and/or services to Demised Premises e. Prior to commencement of construction, Tenant must either procure a construction dumpster for the disposal of all construction materials or, at the direction of Landlord, utilize only those dumpsters as designated by Landlord for the disposal of construction debris. The Retail Area dumpster may not used for this purpose f. Tenant shall keep the Demised Premises and the improvements thereon at all times during the term hereof free of construction liens and other liens of like nature and at all times shall fully protect and hold Landlord harmless against all such liens or claims and against all attorney's fees and other costs and expenses arising out of or as a result of any such lien or claim. Under Florida Section 713.10, Florida Statutes, the interests of Landlord in the Demised Premises, the Retail Area or the improvements thereon, shall not be subject to liens for any improvements made by or on behalf of the Tenant and no one acting by, through or under the Tenant may file army lien against the Epoch LV-YogaFit Lease (LL 6-26-16) 2 Demised Premises or the Retail Area All parties with whom Tenant may deal are put on notice that Tenant has nc power to subject Landlord's interest to any mechanics' or materialmen's lien of any kind or character, and all such persons so dealing with Tenant must look solely to the credit of Tenant, and not to Landlord's said interest or assets Tenant shall provide written notice to each contractor, subcontractor, matenalman, mechanic and laborer performing work in the Demised Premises of the foregoing. A copy of such notice shall be sent to Landlord. Landlord may record a memorandum of this Lease in the public records. In the event a lien is filed against Landlord's interest in the Demised Premises, Landlord, at its option, may pay all or any part of such lien or claim, and any such payments, together with interest thereon at the rate of 18% per annum from the time of such payment by Landlord until repayment by Tenant, shall be paid by Tenant as Additional Rent upon demand, and If not so paid, shall continue to bear interest at the aforesaid rate until paid in full. USE OF PREMISES; OPENING COVENANT AND COVENANT OF CONTINUOUS OPERATION a. Tenant shall use the Demised Premises solely for the purpose set forth in Section 1(I), and shall not use or permit the use of the Demised Premises for any other business or purpose. In no event shall the Demised Premises be used in violation of the exclusive use restrictions or use prohibitions contained in Exhibit "C" attached hereto. Landlord represents and warrants to Tenant that Exhibit "C" contains all of the exclusive use restrictions and use prohibitions that are applicable to the Demised Premises on the Effective Date. Tenant shall operate its business within the Demised Premises in a first-class, dignified and reputable manner, in conformity with the highest standards of practice prevailing in such field of business and among merchants engaged in the same or similar business. Tenant shall light its signs and display windows during the minimum hours of operation as otherwise designated by Landlord from time to time. b. Tenant shall not do or suffer to be done, any act, matter or thing objectionable to the fire insurance companies whereby the fire insurance or any other insurance now in force or hereafter to be placed on the Demised Premises or any part thereof, or on the building of which the Demised Premises may be a part, shall become void or suspended, or whereby the some shall be rated as a more hazardous risk than existed on the date of this Lease. In case of a breach of this covenant, in addition to all other remedies of Landlord hereunder, Tenant agrees to pay to Landlord as Additional Rent any and all increases in insurance premiums maintained by Landlord on the Demised Premises, or any part thereof, or on the building of which the Demised Premises may be a part, caused in any way by the occupancy of Tenant. C. Tenant shall open the Demised Premises on or before the Commencement Date and continuously during the full term of this Lease and every extension thereof keep the entire Demised Premises occupied and open for business during the minimum hours established by Landlord, plus any additional hours for the Retail Area as set by the Landlord from time to time. d. In the event that the Demised Premises shall, at any time during the Term of this Lease be closed for business to customers (except for periods of damage, destruction, force majeure or remodeling) for any period of ten (10) consecutive days or more, then, at any time thereafter Landlord may, at its election terminate this Lease by giving Tenant notice thereof and the Term of this Lease shall terminate on the thirtieth (30� day after the giving of such notice by Landlord. 6. RENTAL a. BASE RENTAL: Tenant covenants and agrees to pay Landlord base rent ("Bass Rent") as set forth in Section 1(F) (together with Sales Tax (as hereafter defined) thereon), payable in equal monthly installments without notice, deduction or set -offs, on the first day of each calendar month during the term hereof. Such Base Rent shall commence on the Rent Commencement Date of this Lease as defined in Section 1(G) (the "Rent Commencement Date"). Tenant shall be responsible to pay all Sales Tax in conjunction with the payment of any Base Rent and Additional Rent. "Safes Tax" means all Florida state, county, and/or municipal sales, use, or similar taxes, and surcharges and all other local option surtaxes and/or surcharges assessed upon or in relation to Base Rent, Additional Rent and all other sums of money or considerations due and payable to Landlord by Tenant or any other person who is occupying, using, or entitled to use the Demised Promises at the tax rates In effect from time to time during the Lease Term together with interest and penalties thereon, if any. The first rental payment amount hereunder shall include, in addition to one full month's advance rent, a prorated amount applicable to the period from the Rent Commencement Date to the first day of the following month, if the Rent Commencement Date is other than the first day of the month The Base Rent under this Section shall be adjusted annually pursuant Section 1(F) of the Lease. b. TIME AND PLACE OF PAYMENT: Tenant shall promptly pay all Rent and other charges due hereunder and render all statements herein prescribed at the office of the Landlord or Landlord's agent, Las Ventanas Accounting c/o Epoch Management, 359 Carolina Avenue, Winter Park, Florida 32789, or to such other person or corporation, or at such other place as shall be designated by Landlord in writing, on or before the designated due date. If Landlord shall pay any monies or incur any expenses in correction of any violation of any covenant of Tenant herein set forth, the amounts so paid or incurred shall, at Landlord's option and on notice to Tenant, be considered Additional Rent (as such term is hereinafter defined) payable by Tenant with the first installment of Rent thereafter to become due and payable and may be collected or enforced as by law provided in respect of rentals. In the event any monthly Rent payment is not paid within three (3) days after it is due, Tenant agrees to pay a late charge of ten percent (10%) of the amount of the payment due. Tenant further agrees that the late charge imposed is fair and reasonable, complies with all laws, regulations and statues, and constitutes an agreement between Landlord and Tenant as to the estimated compensation for costs and administrative expenses incurred by Landlord due to the late payment of Rent by Tenant. Tenant further agrees that the late charge assessed pursuant to this Lease is not interest, and the late charge assessed does not constitute a lender or borrower/creditor relationship between Landlord and Tenant, and may be treated by Landlord as Additional Rent owed by Tenant. SECURITY DEPOSIT a. Simultaneously with the execution of this Lease, the Tenant shall deposit with the Landlord the Security Deposit as set forth in Section 1(1) to be held as collateral security for the payment of any rentals and other sums of money payable by Tenant under this Lease, and for the faithful performance of all other covenants and agreements of Tenant hereunder. To the extent not applied by Landlord towards the cure of any Tenant defaults under the Lease; the amount of said deposit, without interest, shall be repaid to Tenant within thirty (30) days after Epoch LV-YogaFd Lease (LL 8-26-16) the termination of this Lease and any renewal thereof. Upon any default by Tenant hereunder all or part of said deposit may, at Landlord's sole option, be applied on account of such default, and thereafter Tenant shall within five (5) business days restore the resulting deficiency in said deposit. Should Landlord retain said deposit on account of default, the deposit shall in no way be construed as liquidated damages, and Landlord reserves its right to seek any additional damages sustained from default by Tenant b. Landlord may deliver the funds deposited hereunder by Tenant to the purchaser of Landlord's interest in the Demised Premises in the event that such interest be sold and thereupon Landlord shall be discharged from any further liability with respect to such deposit, and this provision shall also apply to any subsequent transfers C. In addition to the Security Deposit set forth above, Tenant shall cause the Personal Guaranty attached hereto as Exhibtt "D" to be executed, guarantying the payment and performance of Tenant's obligations under this Lease pursuant to the terms and conditions set forth in the Personal Guaranty. Notwithstanding anything contained in this Lease to the contrary, this Lease shall not be binding on Landlord until the Personal Guaranty is delivered to Landlord fully executed by Guarentor(s) TENANT'S PROPORTIONATE SHARE For purposes of this Lease, Tenant's Proportionate Share shall be determined by dividing the gross floor area of the Demised Premises by the gross leasable ground floor area of all of the buildings owned by Landlord in the Retail Area, as the same may be increased or decreased from time to time. COMMON AREA AND FACILITIES a. All Common Areas, as defined in Section 2(b), shall at all times be subject to the exclusive control and management of Landlord or as otherwise provided in a Common Area Agreement, and Landlord (or any other owner of all or portions of the Las Ventanas project) shall have the right from time to time to change the area, level, location and arrangement of such Common Areas to restrict parking by tenants and their employees to employee parking areas, and to make rules and regulations pertaining to and necessary for the proper operation and maintenance of the Common Areas. Landlord shall also have the right from time to time to establish, change, alter, amend, and enforce against Tenant and other users of the Common Areas such reasonable rules and regulations (inGuding the right to restrict the areas within which Tenant's employees may park) as in Its reasonable opinion are necessary or advisable for the proper and efficient operation and maintenance of the Common Areas and enter into Common Area Agreements (including Declarations of Covenants and Restrictions) which shall allocate responsibility for maintenance of the Common Areas to third -parties (including property owners associations) which may or may not be affiliated with Landlord. The rules and regulations may include, without limitation, the hours during which the Common Areas shall be open for use. b. In addition to the Base Rent set forth in Section 6a above, Tenant will pay to Landlord as Additional Rent hereunder Tenant's Common Area Charge and Tenant's Proportionate Share of all Retail Area Expenses as defined in Section 9c below, together with Sales Tax thereon. Tenant's Common Area Charge/Proporbonate Share of Retail Area Expenses: (i) During the Term and any extended term of this Lease, Tenant shall pay to Landlord without demand, offset or deduction, in advance on the first day of each month, a sum equal to one -twelfth (1112) of the Tenants annual Common Area Charge, which payment represents Tenants share of Landlord's cost (or contribution) to operate, manage, maintain, replace and repair the Common Areas, including dumpster service. The Common Area Charge from the Rent Commencement Date through the end of the first lease year shall be the annual charge as set forth in Section 1(J) of this Lease. Beginning on the first anniversary of the Rent Commencement Date, and on each subsequent anniversary of the Rent Commencement Date thereafter, Tenant's Common Area Charge shall be increased over that amount due for the preceding lease year by five percent (5%). Tenant acknowledges and agrees that Tenants Common Area Charge is an agreed-upon amount, adjusted annually by fixed percentage and not subject to actual costs, it is non -contestable, not subject to review and subject only to the adjustment as set forth in this Section. Tenant shall have no right to audit Landlord's books and records (ii) During the Tenn and any extended term of this Lease, Tenant shall pay to Landlord without demand, offset or deduction, in advance, on the first day of each month, one -twelfth (1/12) of Tenant's Proportionate Share of Retail Area Expenses (as described below) based upon the percentage specified in Section 1(J). Tenant's Proportionate Share of Retail Area Expenses from the Rent Commencement Date through the end of the first lease year shall be the annual charge as set forth in Section 1(J) of this Lease. Thereafter, Tenant's Proportionate Share of Retail Area Expenses shall increase in proportion to increases in Landlord's Retail Area Expenses. Notification to Tenant of increases in Tenant's Proportionate Share of Retail Area Expenses shall include verification copies of invoices evidencing such increases. If, at any time, the amount of Retail Area Expense payable during the then -current lease year shall not have been determined by the Landlord, then the amount payable by Tenant shall be the same monthly amount paid by Tenant for the immediately preceding lease year. When the amount of such Retail Area Expense for the then current lease year shall be determined by Landlord, Tenant shall pay to Landlord such cumulative adjustment upon presentation of a statement therefor by Landlord. Retail Area Expenses shall mean those Las Ventanas project expenses allocated to the Retail Area by Landlord or pursuant to any Common Area Agreement, and shall include, but shall not necessarily be limited to Taxes and insurance (as herein defined), Common Area utility charges, and the cost of services (if any) used to protect the Retail Area from damage to property, vandalism, theft or injuries to persons (Tenant acknowledges that as of the date of this Lease, no such services exist), and Tenant expressly acknowledges that it Landlord, from time to time, elects to provide such services, Landlord shall not be deemed to have warranted the efficiency of any personnel, services, procedures or equipment, and Landlord shall not be liable in any manner for the actions, inactions or failure of any such personnel, services, procedures or equipment to prevent or control loss or damage to property or injury or loss of life, or responsible to apprehend anyone suspected of personal injury or property damage in, on, or around the Retail Area), (iii) Notwithstanding anything contained in this Lease to the contrary, Tenant acknowledges and agrees that it is intended that this Lease be a completely net lease for Landlord, that Landlord shall not be responsible during the Tenn or any extended tens for the payment of any costs, charges, expenses and outlays of any nature whatsoever arising from or relating to the Premises, Tenant's use of the Premises, or the Common Area. Epoch LV-YogaFit Lease (LL 8-2616) d. Notwithstanding anything contained in this Section 9 or elsewhere in this Lease to the contrary, Landlord may, upon thirty (30) days notice to Tenant, convert the method by which it is reimbursed for its costs to operate, manage, maintain, replace and repair the Common Areas in accordance with the following: Tenant shall pay Landlord. as Additional Rent, its Proportionate Share of Landlord's annual actual 'Operating Costs' (as herein defined), in equal monthly installments on or before the first day of each calendar month in an amount estimated by Landlord, without demand, offset or deduction, together with Sales Tax thereon. Such amount shall be estimated by Landlord in accordance with a budget delivered to Tenant with Landlord's notice of its election to convert to the aforesaid formula If there shall be any increase or decrease in the Operating Costs for any year, whether during or after such year, Landlord shall furnish to Tenant a revised budget, and the estimated Operating Costs payments by Tenant shall be adjusted and paid or credited, as the case maybe Within one -hundred twenty (120) days of the end of such twelve (12) month period, Landlord will fumish to Tenant a statement showing in reasonable detail the amount of Landlord's actual Operating Costs for the preceding period. Tenant shall either receive a credit or be assessed an additional sum based upon the difference between Tenant's Proportionate Share of Landlord's actual Operating Costs and the estimated payment received by Landlord from Tenant during said year. Any additional sum owed by Tenant to Landlord shall be paid within ten (10) business days of receipt of the assessment, and any refund owed by Landlord to Tenant shall be credited towards Tenant's next month's rental payment. Landlord's failure or delay in providing such statement within such 120 day period shall in no way excuse Tenant from its obligation to pay its Proportionate Share of Common Area Operating Costs in accordance with this Section 9d. For purposes hereof, 'Operating Costs` shall mean all costs and expenses incurred by Landlord in managing, operating, maintaining, insuring, repairing and securing the Common Areas, as allocated to the Retail Area by Landlord or pursuant to any Common Area Agreement. 10. PUBLIC UTILITIES In addition to all rentals herein specified, Tenant shall pay for all utilities, in connection with the Demised Premises, and all sewer charges, as and when the charges therefore shall become due and payable. Furthermore, it shall be expressly understood that Landlord shall be responsible for paying only those utility and traffic impact fees attributable to use of the Demised Premises as a standard dry retail use (as opposed to a restaurant, laundry, hair salon or other use which consumes excess water) imposed in connection with the initial development of the Retail Area. If Tenants use of the Demised Premises or any improvements thereto require the payment of additional utility or traffic impact fees, Tenant is solely responsible for such additional fees. Tenant shall reimburse Landlord, on a monthly basis, within fifteen (15) days following the date of Landlord's invoice, for the following (1) the cost of water consumed within the Demised Premises; and (ii) Tenant's prorate share of the additional cost of dumpster service over that already included in the Common Area Charge, as allocated by Landlord based upon the number of tenants utilizing the dumpster and taking into consideration the amount of trash generated by such tenants. Landlord will make the allocations of dumpster service in good faith. If provision is made by the Landlord for trash removal by a contractor, the Tenant agrees to use said contractor for its trash removal and to pay when due (either directly to such contractor or indirectly through the Landlord) all charges at the rate established therefor from time to time. The Landlord reserves the right to charge the Tenant for the cost of any extraordinary trash or garbage removal required by the Tenant, including such removal as may be required in connection with the commencement or termination of Tenant's business in the Demised Premises. Tenant's electric service shall be separately metered and paid directly by Tenant to the utility providing such service. In the event Tenants use of the Demised Premises requires electrical capacity in excess of that existing in the Demised Premises on the Effective Date, Tenant shall be responsible for any costs incurred by Landlord to upgrade the electrical service for the Building to accommodate Tenant's excessive electrical consumption. 11. TAXES As used herein, the term "Taxes" shall mean and include all real estate taxes, any other taxes. assessments, special assessment or district taxes or assessments, license and permit fees, municipal service fees, charges for any easement maintained for the benefit of the Demised Premises be levied, assessed, or imposed in connection with the use. occupancy or possession of, or become due and payable out of, or for, the entire Retail Area or any part thereof, and any land, buildings or other improvements therein, including interest on installment payments and all costs and fees (including reasonable attorneys' fees) incurred by Landlord in contesting Taxes. assessments and/or negotiating with public authorities with respect to the same. Landlord shall pay or cause to be paid (subject to the provisions regarding contributions by Tenant herein set forth) all Taxes which may be levied, assessed or imposed by the lawful tax authorities against the land, buildings or other improvements in the entire Retail Area The official tax bill or bills, as the case may be, issued by such lawful taxing authorities shall be conclusive evidence as to the amount of any such tax (or installment thereof) levied, assessed or imposed upon the Retail Area On or before the first day of each month during the Term of this Lease, as the same may be renewed or extended, Tenant shall pay to Landlord, as Additional Rent and as part of Tenant's Proportionate Share of Retail Area Expenses, 1/12 of its Proportionate Share of all Taxes levied, assessed or imposed upon the Retail Area during each tax year. If the Retail Area is not separately taxed from other portions of the Las Ventanes project, Tenant agrees to accept the allocation of such taxes to the Retail Area as determined by Landlord in its reasonable discretion If on the first day of the month in question the amount of any Tax payable during the then current tax year shall not have been determined by the taxing authorities, then the amount payable by Tenant shall be based on a good faith estimate by Landlord. Tenant shall have no obligation to pay any portion of Taxes over and above the amount of Taxes if paid utilizing the earliest discount applicable and shall have no obligation to pay any penalties relating to Landlord's failure to pay the Taxes 12 INSURANCE The Landlord will pay in the first instance all premiums for fire, flood, windstorms, terrorism, extended coverage, liability casualty insurance upon the Retail Area, cost of workmen's compensation and other insurance carried on or with respect to the Common Areas (collectively 'Insurance'); provided, however, the foregoing is not a representation as to the type, amount or limits of coverage which Landlord shall maintain with respect to the Retail Area Tenant shall pay Tenant's Proportionate Share of such Insurance premiums, together with any insurance deductibles paid or incurred by Landlord as a result of an insurable event as part of Tenant's Proportionate Share of Epoch LV -Yoga Fit Lease (LL 6-26-16) Retail Area Expenses set forth in Section 9 above. If Landlord elects to insure the entire Las Ventanas project under a single policy or policies of insurance, Tenant agrees to accept Landlord's allocation of the cost of such policy(s) to the Retail Area. 13. ADDITIONAL RENT For the purpose of this Lease, Tenant's Common Area Charge, and Proportionate Share of Retail Area Expenses and any other monetary obligations due under the Lease, shall sometimes be collectively referred to as "Additlonal Rend". The Base Rent and Additional Rent shall herein sometimes be collectively referred to as the "Rent 14. REPAIRS Landlord will keep the foundation, exterior walls and roof of the Demised Premises (excepting any work done by Tenant and excepting any plate glass, which are the responsibility of the Tenant) in proper watertight condition and repair, provided that in each case Tenant shall have given Landlord prior written notice of the necessity of such repairs. The cost of such repairs performed by Landlord shall be included in the Tenant's Proportionate Share of Common Area Charges set forth in Section 9c of this Lease. Tenant will keep the interior of the Demised Premises, together with all fixtures and all electrical, plumbing, heating, air conditioning and other mechanical equipment whether located within or on the roof of the Demised Premises, all doors, and all plate glass and door and window glass, in good order and proper repair (including replacement of such items) at its own expense, using materials and labor of kind and quality equal to the original work, and will surrender the Demised Premises at the expiration or earlier termination of this Lease in as good condition as when received, excepting only deterioration caused by ordinary wear and tear and damage by fire or other casualty of the kind insured against in standard policies of fire insurance with extended coverage. Tenant shall be responsible for protecting the Demised Premises from all weather related events, including hurricanes, and shall be responsible for the installation of hurricane protection over the plate glass and doors. The installation of any weather protection, such as hurricane shutters, shall be performed in accordance with Section 15. Except as herein provided, Landlord shall have no obligation to repair, maintain, replace, atter or modify the Demised Premises or any part thereof, or any plumbing, heating, electrical, air conditioning or other mechanical installation whether located within or on the roof of the Demised Premises. Under no circumstances shall Landlord be obligated to repair, replace or maintain any plate glass or door or window glass. In furtherance of Tenant's obligation to maintain, repair and replace heating, air conditioning and other mechanical equipment in or serving the Demised Premises, Tenant agrees to obtain and keep in full force during the tens of the Lease, or any renewal thereof, a maintenance, repair and service contract on such equipment with a contractor satisfactory and approved by Landlord and to provide Landlord with a copy of same. In the event Tenant fails to do so, Landlord, at its discretion, may enter into a contract for the performance of maintenance, repair and service on the HVAC system serving Tenants Premises, the expenses of which shall be paid by Tenant as Additional Rent. Except as specifically set forth in the Addendum to Lease, Tenant, its agents, employees, or contractors shall not enter onto the roof of the Building without the express prior consent of Landlord or its Building Manager Landlord specifically reserves the right to require Landlord's roofing contractor to perform any work required to be performed by Tenant with respect to any equipment on the roof of the Building or, with respect to the maintenance, repair or replacement of any HVAC equipment located on the roof of the Building. Landlord reserves the right to have an agent of its roofing contractor present during the performance of such work so that Landlord's roof warranty is in no way deemed invalid or void. Tenant shall cause its HVAC contract to include the foregoing requirement. 15. TENANTS RIGHT TO MAKE ALTERATIONS Tenant covenants and agrees that it will not apply for any permits, or make any alterations, improvements or additions to the Demised Premises, including storefronts, during the term of this Lease or any extension thereof without first obtaining the written consent of the Landlord which as to non-structural alterations and Improvements, or alterations and improvements which do not affect the mechanical, electrical, life safety, plumbing or other building systems, shall not to be unreasonably withheld or delayed. Tenant will not cut or drill into, or secure any fixture, apparatus or equipment of any kind to any part of the Demised Premises without first obtaining the written consent of the Landlord. Landlord reserves the right to impose any reasonable rules and regulations it deems necessary upon Tenant with respect to the performance of any alterations to the Demised Premises. All alterations, improvements and additions made by Tenant as aforesaid shall remain upon the Demised Premises at the expiration or earlier termination of this Lease and shall become the property of Landlord, unless Landlord shall, prior to the termination of this Lease, have given written notice to Tenant to remove same, in which event, Tenant shall remove such alterations improvements and additions and restore the Demised Premises to the same good order and condition in which it was at the commencement of this Lease. Should Tenant fail to do so, Landlord may do so, collecting, at Landlord's option, the cost and expense thereof from the Tenant as Additional Rent 16 COVENANTS OF TENANT a. Tenant covenants and agrees that it will perform all agreements herein expressed on its part to be performed, and that it will promptly, upon receipt of written notice of non-performance thereof, except for non- payment of Rent more than twice in any calendar year for which no subsequent notice is required, comply with the requirements of such notice within ten (10) days. Landlord shall have the right but not the obligation, upon ten (10) days prior written notice to Tenant (or without notice in case of emergency or in order to avoid any fine, penalty, or cost which may otherwise be imposed or incurred), to make any payment or perform any act required of Tenant under any provision in this Lease, and in exercising such right, to incur necessary and incidental costs and expenses, including reasonable attorney's fees. All payments made, and all costs and expenses incurred in connection with Landlord's exercise of the rights set forth herein, shall be reimbursed by Tenant within ten (10) days after receipt of a bill setting forth the amounts so expended, together with a service charge of fifteen (15%) percent of such amounts expended, as Additional Rent. b. Tenant shall comply with any and all requirements of any public authorities, state or federal statutes, local laws, ordinances, or regulations and any matters of record including, but not limited to all maintenance, operation and/or operation easement agreements affecting the Demised Premises, Common Areas or the Retail Area, applicable to Tenant or to the Demised Premises, and Tenant agrees to indemnify and hold Landlord harmless from penalties, fines, costs, expenses or damages resulting from Tenants failure to do so. Landlord shall comply with any and all requirements of any public authorities, state or federal statutes, local laws, ordinances, or regulations Epoch LV-YogaFit Lease (LL 6-26-16) 6 and any matters of record including, but not limited to all maintenance operation and/or operation easement agreements affecting the Common Areas. a Tenant shall comply with all reasonable rules and regulations of Landlord in effect at the time of the execution of this Lease or at any time or times, and from time to time promulgated by Landlord, as Landlord in its reasonable discretion shall deem necessary in connection with the Demised Premises, the Retail Area or the building of which the Demised Premises are a part A copy of the Rules end Regulations are attached hereto as Exhibit "F" d Tenant shall be responsible for and pay before delinquency all municipal, county or state taxes assessed during the term of this Lease against any leasehold interest or personal property of any kind, owned by or placed in, upon or about the Demised Premises by Tenant 17. SIGNS Tenant will not exhibit, inscribe, paint or affix any sign, (neon or otherwise), advertisement, film, window tinting or graphics, notice or other lettering on any part of the outside of the Demised Premises or in the windows of the Demised Premises, or on the building of which the Demised Premises are a part, or inside the Demised Premises if visible from the outside, without first obtaining Landlord's written approval thereof, not to be unreasonably withheld or delayed. Tenant shall comply with Landlord's Uniform Sign Plan attached hereto as Exhibit "E", as may be amended from time to time, with respect to any signage installed within the Demised Premises or upon the Retail Area. Tenant further agrees to maintain such sign, lettering, etc., as may be approved by Landlord in good condition and repair at all times- Tenant, upon expiration or termination of this Lease, shall remove all signs installed from the demised Premises, including all outside signage. 18. RIGHTS OF LANDLORD Landlord reserves the following rights with respect to the Demised Premises: a. Upon at least twenty-four (24) hours prior notice to Tenant (except in the event of an emergency when no prior notice is required), by itself or its duly authorized agents, to go upon and inspect the Demised Premises and every part thereof and at its option to make repairs, alterations and additions to the Demised Premises or the building of which the Demised Premises are a part. b. To display a "For Rent" sign after notice from either party of intention to terminate this Lease, or at any time within six (6) months prior to the expiration of this Lease. All of such signs shall be placed upon such part of the Demised Premises as Landlord shall require, except on display windows or door leading into the Demised Premises. Prospective purchasers or tenants authorized by Landlord may inspect the Demised Premises at reasonable hours at any time C. To collect all rents, as well as any Additional Rent and any other charges due Landlord by Tenant, from any receiver, debtor in possession, or trustees which may be appointed for the account of Tenant d. Tenant agrees that Landlord shall have the right to relocate the Tenant to a different location within the Retail Area provided that: Landlord gives Tenant sixty (60) days prior written notice, ii. Base Rent and those components of Additional Rent which are based on square footage shall be adjusted to reflect the square footage of the relocation premises, provided, however, in no event shall (A) the relocation premises be less than 1,700 square feet, and (B) Tenant be required to pay Rent on more than 1,726 square feet, even if the relocation premises is larger than 1,726 square feet. iii. Landlord shall provide improvements within the relocation premises substantially the same as the Demised Premises; IV Landlord reimburses Tenant for the reasonable and actual expenses associated with the relocation upon Landlord's receipt of invoices evidencing the same, V. The terns and conditions of this Lease shall remain unchanged unless otherwise agreed by the parties; and vi. Landlord shall use its best efforts to minimize and/or avoid any disruption and/or suspension of Tenant's operations during the relocation. e. To redevelop the Retail Area either in whole or the majority of the land or buildings comprising the Retail Area, and if so, Landlord may terminate this Lease on a date certain provided that Landlord gives Tenant no less than twelve (12) months prior written notice of the termination of this Lease. 19 DAMAGE TO PREMISES If, during the Term hereof, the Demised Premises are damaged by reason of fire or other casualty, Tenant shall give immediate written notice thereof to Landlord. Subject to the prior rights of any mortgagee, Landlord shall restore the Demised Premises to substantially the same condition they were in immediately before said destruction. If, in Landlord's reasonable opinion, the restoration can be accomplished within one hundred eighty (180) days following issuance of a building permit for reconstruction (of which Landlord shall use diligent efforts to obtain), such destruction shall not terminate this Lease, and this Lease shall continue in full force and effect If, in Landlord's reasonable opinion, (i) the restoration cannot be performed within such 180 -day period or (ii) such damage is not covered by insurance carried by Landlord or if Landlord's mortgagee does not make sufficient Insurance proceeds available for full and complete restoration, Landlord may terminate this Lease upon ten (10) days written notice to Tenant. Rent shall be abated during the period in which the Demised Premises (or portion thereof on a prorated basis) are rendered untenantable as a result of such damage. Should Landlord elect to terminate this Lease, the entire insurance proceeds shall be and remain the outright property of Landlord, subject to the prior rights of any Epoch LV-YogaFit Lease (LL 8-26-16) mortgagee and except any proceeds received from Tenant's insurance for Tenant's property, or proceeds received from Tenant's business interruption insurance, if any. In the event that 50% of more of the gross leasable area of the Retail Area has been damaged or destroyed by fire or other casualty regardless of the extent of damage or destruction of the Demised Premises, Landlord shall have the right to terminate this Lease provided that notice thereof is given to Tenant not later than ninety (90) days after such damage or destruction. 20 INDEMNIFICATION, PUBLIC LIABILITY INSURANCE OTHER INSURANCE a. Indemnification. i. Tenant shall indemnify and save harmless Landlord and Landlord's managing agent from and against all claims of whatever nature arising from any act, omission or negligence of Tenant, or Tenant's contractors, licensees, invitees, agents, servants, or employees, or arising from any accident, injury, or damage whatsoever caused to any person, or to the property of any person, or from any violation of applicable law. This indemnity and hold harmless agreement shall include indemnity against all costs, expenses and liabilities incurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof and shall survive the expiration or earlier termination of this Lease. b. Insurance. Throughout the Lease Tenn, Tenant shall, at its We cost and expense, maintain in full force and effect the following types and amounts of insurance coverage: i. Liability Insurance. Tenant shall provide and keep in full force and effect a policy or policies of business automobile liability insurance for owned, hired and non -owned vehicles, in an amount of not less than $1,000,000.00, and commerdal general liability (including contractual) and property damage insurance with each providing coverage against liability for personal injury, death and property damage having a combined single limit of not less than One Million Dollars ($1,000,000.00) with respect to injuries, deaths or damage in any one occurrence, $2,000,000.00 general aggregate and $2,000,000.00 completed operations aggregate, combined with umbrella/excess liability coverage of $5,000,000.00 each occurrence/aggregate. Said Insurance, and any and all other liability insurance maintained by Tenant in excess of or in addition to that required hereunder, shall include, without limitation, protection for, and, in addition to Tenant, shall name as an additional insured, any property owner's association of which Landlord gives notice to Tenant, Landlord, its managing agent, and any lender or ground landlord hereafter holding any interest in Retail Area, the effect of which will insure such parties in respect of any and all loss or liability resulting from personal injury, death or property damage arising or occurring upon, or in connection with, or by reason of the use and occupancy of the Demised Premises or the operation of the business conducted by Tenant within and from the Demised Premises. Landlord reserves the right to specify higher liability limits or additional insurance coverage from time to time to meet reasonably anticipated loss exposure, or to reflect changes in the value of the Demised Premises. ii. Workers' Compensation Insurance. Tenant shall provide and keep in full force and effect workers' compensation insurance, in a form and with coverage limits not less than as prescribed by the laws of the State of Florida, and employers' liability insurance in the minimum amount required by law. iii. Property Damage Insurance. Tenant shall provide and keep in full force and effect a policy of 'All Risk" Insurance (as understood in the insurance industry) including fire and extended coverage insurance in an amount adequate to cover the replacement cost of Tenant's Work and all other interior improvements made by Tenant in the Demised Premises and Tenant's trade fixtures, inventory and other contents located in the Demised Premises from time to time covering loss occasioned by fire, vandalism, malicious mischief, sprinkler leakage and other hazards and/or casualties including special extended coverage and said insurance shall include coverage against water damage to the contents of the Demised Premises and personal property of Tenant including all of Tenant's personal property whether affixed or non -affixed to the Demised Premises. iv. Business Interruption Insurance. Tenant shall provide, keep and maintain business interruption insurance in amounts sufficient to prevent Tenant from becoming a coinsurer thereof, and insuring that the Rent will be paid to Landlord for a period of at least one (1) year following any fire or other casualty, the elements, civil commotion or riot, or any other cause, whether insured or uninsured. Such business interruption insurance shall contain standard fire and extended coverage insurance with vandalism and malicious mischief endorsements. V. Plate Glass Insurance. Tenant shall keep and maintain in force during the Term hereof, plate glass insurance (or as may be covered under Tenants Property Damage Insurance policy) upon windows and doors in the Premises in amounts which reasonably assure that there will be sufficient proceeds to replace all plate glass in the windows and doors in the Premises. vi. Other Insurance. Such other insurance and in such amounts as may be required by Landlord against other insurable hazards (including environmental hazards) as at the time are commonly insured against by prudent owners of comparable business operations All insurance policies required to be carried by Tenant as provided in this Section 20 shall be issued by fiscally responsible insurance companies (having a Best Rating of not less than A+VIII) authorized and licensed to do business in the State of Florida and shall be for periods of not less than one year Tenant shall renew the same at least thirty (30) days prior to the expiration thereof. All such policies shall include the insurer's unconditional agreement to provide not less than thirty (30) days' written notice to Landlord prior to any cancellation thereof or any change reducing coverage thereunder. 21. WAIVER OF CLAIMS Tenant waives all claims it may have against Landlord for damage to property sustained by Tenant or resulting from any accident within the Retail Area, resulting directly or indirectly from any act or omission of Landlord or resulting from any peril required to be insured against under this Lease, regardless of cause or origin. All property belonging to Tenant that is in the Demised Premises will be there at the risk of Tenant only, and Landlord will not be liable for damage to or theft of or misappropriation of such property, nor for any damage to property resulting from Epoch LV-Yogaftt Lease (LL 8-2616) any causes whatsoever. Tenant will give prompt written notice to Landlord in the manner provided in this Lease in case of fire or accidents in the Demised Premises or in the Retail Area. Tenant agrees to include in the insurance policies which Tenant is required by this Lease to carry in accordance with Section 20 above, to the fullest extent permitted by law, a waiver of subrogation against Landlord and Landlord's managing agent. Landlord will not be required to maintain Insurance against thefts within the Demised Premises or the Retail Area. 22. TRADE FIXTURES All trade fixtures installed by Tenant in the Demised Premises shall remain the property of Tenant and shall be removable at the expiration or earlier termination of this Lease or any renewal or extension thereof, provided Tenant shall not at such time be in default under any covenant or agreement contained in this Lease; and provided further that in the event of such removal, Tenant shall promptly restore the Demised Premises to their original order and condition. Lighting fixtures, flooring, plumbing fixtures and air conditioning equipment, whether or not installed by Tenant, shall not be removable at the expiration or earlier termination of this Lease or at the expiration of any renewal or extension thereof, and shall become the property of Landlord. The foregoing provisions are subject to that certain Addendum to Lease No 2 attached hereto 23. ASSIGNING, MORTGAGING, SUBLETTING a. Tenant agrees not to assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the whole or any part of the Demised Premises, or permit the use of the whole or any part of the Demised Premises by any licensee, franchisee or concessionaire, without first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld. Landlord's consent to any such assignment, sublease or use will not be deemed a consent to any subsequent assignment, sublease or use. Tenant agrees that, in the event of any such assignment, subletting, licensing or granting of a concession made with the written consent of Landlord as aforesaid, it will nevertheless remain liable for the performance of all of the terms, conditions and covenants of this Lease. If Tenant is a corporation, and if control thereof changes (defined as 51% or more of the stock or assets of Tenant) at any time during the Term hereof, Landlord, at its option, may, by giving sixty (60) days prior written notice to Tenant, declare such change a breach of this Lease. If Tenant requests Landlord's consent to any assignment or sublease, Tenant shall pay to Landlord, on demand, an administrative fee of $1,000.00 and will reimburse Landlord for all of Landlord's reasonable attorneys' fees and costs associated with Landlord's consent. Any transfer by Tenant in violation of this article shall, at Landlord's option, be void. b. Notwithstanding the foregoing, Tenant shall have the right to assign or sublet the Lease to (i) a subsidiary, parent or affiliate under common control with Tenant, or (ii) bona fide franchisee of YogaFit Franchising, LLC, provided, however, neither Tenant nor any guarantor shall be relieved of their responsibilities and obligations under the Lease and Guaranty All other assignments or subleases shall be subject to Landlord's reasonable consent 24. SUBORDINATION a. Tenant does hereby subordinate its rights hereunder to the lien of any mortgage, ground lease, or any other method of financing or refinancing now or hereafter placed against the land and/or the Demised Premises and/or any or all of the buildings now or hereafter built or to be built in the Retail Area by Landlord. Tenant further agrees that it shall attom to any such lender (or purchaser at foreclosure) or ground lessor upon such lender's or ground lessor's succession (or the succession of any purchaser at the sale of all or any part of the Retail Area on a foreclosure or deed in lieu of foreclosure) to Landlord's interest hereunder, whether by means of foreclosure, deed in lieu of foreclosure or otherwise. This Section shall be self -operative and no further instrument of subordination or attomment shall be required. Tenant further agrees, however, that it will enter into and execute all documents which any mortgagee or any ground lessor may reasonably request Tenant to enter into and execute, including, but not limited to, a subordination, and attomment agreement, and/or a new lease for the remainder of the Term hereof on the terms and conditions set forth herein. b. If Landlord's Mortgagee shall succeed to the interest of Landlord under this Lease, Landlord's Mortgagee shall not be: (1) liable for any act or omission of any prior lessor (including Landlord); (2) bound by any Rent or Additional Rent or advance rent which Tenant might have paid for more than the current month to any prior lessor (including Landlord), and all such rent shall remain due and owing, notwithstanding such advance payment, (3) bound by any security or advance rental deposit made by Tenant which is not delivered or paid over to Landlord's Mortgagee and with respect to which Tenant shall look solely to Landlord for refund or reimbursement; (4) bound by any termination, amendment or modification of this Lease made without Landlord's Mortgagee's consent and written approval, except for those terminations, amendments and modifications permitted to be made by Landlord without Landlord's Mortgagee's consent pursuant to the terms of the loan documents between Landlord and Landlord's Mortgagee, (5) subject to the defenses which Tenant might have against any prior lessor (including Landlord); and (6) subject to the offsets which Tenant might have against any prior lessor (including Landlord). Landlord's Mortgagee shall have no liability or responsibility under or pursuant to the terms of this Lease or otherwise after it ceases to own an interest in the Retail Area. 25. EVENTS OF DEFAULT The occurrence of any of the following shall constitute an event of default hereunder by Tenant ('Event of Defaulr): a. Failure of Tenant to pay when due any installment of Rent or any other sum herein required to be paid by Tenant within three (3) days of after written notice and demand (except that no prior notice and demand is required more then two (2) times in any calendar year. b. Tenant's failure to perform any covenants or conditions of this Lease within ten (10) days after written notice and demand. C. Discontinuance by Tenant of the conduct of its business in the Demised Premises beyond the ten (10) consecutive day period referenced in Section 5d above or abandonment of the Demised Premises by Tenant; Epoch LV-YogaFit Lease (LL 6-2616) 9 d. The filing of any Petition for Bankruptcy under the United States Bankruptcy Code or the filing of an Assignment for Benefits of Credits under Chapter 727, Florida Statutes, by Tenant or any Guarantor. e. The death, disability or incapacity of any Guarantor, provided however, in the event Tenant is current on Rent and other sums herein required to be paid by Tenant, and is not in default of any other of its obligations under this Lease, Tenant shall have one hundred and eighty (180) days to find a Guarantor acceptable to Landlord in Landlord's sole discretion prior to such default 26 RIGHTS OF LANDLORD UPON DEFAULT BY TENANT a. In the event Tenant is in default under this Lease as provided in Section 25 above, Landlord may elect, in addition to any and all remedies provided by Florida Law, any or all of the following remedies, which are cumulative: L Termination of Lease By written notice to Tenant, designate a date upon which the Lease shall terminate ('TertnlnaWn Date, and thereupon, on the Termination Date, this Lease and all rights of Tenant hereunder shall terminate. Such termination by Landlord shall not affect the obligations of Tenant arising under the Lease prior to the Termination Date or the other remedies of Landlord provided in this Lease. ii. Termination of Tenant's Possession Landlord may elect to terminate Tenant's possessory rights, without terminating the Lease, and upon such election, Tenant and any sub -tenants, licensees or assignees of Tenant) shall surrender the Demised Premises to Landlord, and Landlord, at any time after such termination, may, without further notice, re-enter and repossess the Demised Premises without being liable for any prosecution or damages therefore, and no person claiming through or under Tenant or by virtue of any statute or of any order of any court shall be entitled to possession of the Demised Premises. At any time or from time to time after any such termination of Tenant's possession, Landlord may, but shall have no duty to, attempt to relet the Demised Premises or any part thereof, in the name of Landlord or otherwise, for such term or terms and on such conditions as Landlord, in its sole discretion, may determine, and may collect and receive the rents therefore. The termination of Tenant's possession of the Demised Premises shall not relieve Tenant of its liability and obligations under this Lease, including the obligation to pay Rent, and such liability and obligations shall survive any such termination. Any Rent or other monetary obligation of Tenant that has been abated, deferred or forgiven by Landlord in this Lease or any amendment thereto, and the unamortized cost of all Tenant Improvements provided or paid for by Landlord (f any), shall immediately become due and payable upon the occurrence of an Event of Default by Tenant under this Lease. If Landlord, at its option shall relet the Demised Premises during said period, Landlord shall credit Tenant with the net rents received by Landlord from such reletting, such net rents to be determined by first deducting from the gross rents, as and when received by Landlord, the expenses incurred or paid by Landlord in terminating this Lease and in securing possession thereof, as well as the expenses of reletting, including, without limitation, the alteration and preparation of the Demised Premises for replacement tenants, brokers' commissions, any tenant concession or improvement allowance provided for any replacement tenants, attorneys' fees and all other expenses property chargeable against the Demised Premises and the rental therefrom. Tenant shall have no entitlement to arty rents received by Landlord from a third party which is in excess of Tenant's remaining Rent obligation to Landlord. b. Landlord may, whether this Lease or Tenants possession of the Demised Premises is terminated or not, recover damages from the Tenant in accordance with either of the following provisions I Acceleration. The present value of the entire amount of the Rent, inclusive of Base Rent and Additional Rent, which would become due and payable during the remainder of the Term of this Lease Such present value shall be determined utilizing a discount rate of eight percent (8%), or ii. Sums equal to the Rent which would have been payable by Tenant in accordance with the Lease, payable upon the due dates as set forth in the Lease, through the Expiration Date of this Lease. C. Tenant waives any right of redemption to which it is otherwise entitled. Tenant further agrees not to interpose any counterclaim whatsoever in any action brought by Landlord which seeks possession of the Demised Premises Tenant hereby waives any richt to trial by iury in any action or proceeding brought by either Landlord or Tenant in any respect whatsoever arising out of this Lease or in any way connected with the parties' Landlord/Tenant relationship and/or Tenant's use and occupancy of the Demised Premises. d. If Landlord terminated this Lease or Tenants right to possession, Landlord shall use reasonable efforts to mitigate Landlord's damages to the extent required by applicable law If Landlord has not terminated this Lease or Tenant's right to possession, Landlord shall have no obligation to mitigate under any circumstances and may permit the Premises to remain vacant or abandoned. If Landlord is required to mitigate damages: (i) Landlord shall be required only to use reasonable efforts to mitigate, which shall not exceed such efforts as Landlord generally uses to lease other properties owned by Landlord in the greater Boynton Beach, Florida geographic area, (ii) Landlord will not be obligated to lease the Premises (w) for less than fair market value or for a term of less than three (3) years, (x) for a use which would violate any then -existing use restrictions applicable to the Premises, or (y) to tenants which do not have the financial capacity to meet all of their financial obligations as such obligations become due, and (iii) any failure to mitigate as described herein with respect to any period of time shall only reduce the Rent and other amounts to which Landlord is entitled hereunder by the reasonable rental value of the Premises during such period. In recognition that the value of the Premises depends on the rental rates and term of lease therein, Landlord's rejection of a prospective replacement tenant based on an offer of rentals below Landlord's published rates for new leases of comparable space at the Retail Area at the time in question, or at Landlord's option, below the rates provided in this Lease, or containing terms less favorable than those contained herein, shall not give rise to e claim by Tenant that Landlord failed to mitigate Landlord's damages 27 LANDLORD'S LIEN Landlord agrees to subordinate its statutory Landlords Lien to any third party institutional tender where the proceeds of the loan shall be utilized by the Tenant in its purchase of furniture, fixtures and Epoch LV-YogaFR Lease (LL 8-26-16) 10 equipment for the Premises, subject to execution of a customary lien subordination agreement by Tenant, Tenant's lender and Landlord. 28 WAIVER The waiver of performance of any covenant, term or condition of the Lease by Landlord or Tenant shall not be construed as a waiver it any subsequent breach of the same covenant term or condition. The various rights, options, elections, powers and remedies of the parties contained in the Lease shall be construed as cumulative and no one of them exclusive of any other or of any legal or equitable remedy which either party might otherwise have in the event of a breach by the other, and the exercise of one right or remedy by a party shall not in any way impair its rights to any other right or remedy. 29 SURRENDER AND HOLDING OVER Tenant, upon expiration or terninabon of this Lease, either by lapse of time or otherwise, agrees peaceably to surrender to Landlord the Demised Premises in "broom clean" condition and in good repair Should Tenant hold over and remain in possession of the Demised Premises at the expiration of any Term hereby created, Tenant shall, by virtue of this Section, become a tenant -at -sufferance and shall pay Landlord 150% the Rent per month of the last monthly installment of Rent above provided to be paid Nothing herein shall be deemed to permit Tenant to retain possession of the Demised Premises after the expiration of or earlier termination of this Lease. Tenant will pay to Landlord, upon request, all damages that Landlord may suffer on account of Tenant's failure to surrender possession of the Demised Premises as required under this Lease upon the expiration or termination of this Lease and will indemnity Landlord against all liabilities, costs and expenses (including all reasonable attorneys' fees and costs) arising out of Tenant's delay in so delivering possession, including claims of any succeeding tenant. 30 ADDITIONAL CONSTRUCTION Landlord hereby reserves the right at any time and from time to time to make alterations or additions to, and to build additional stories on, the building in which the Demised Premises are contained. Landlord also reserves the right to construct other or to add to other buildings or improvements in the Retail Area, and to permit others to do so from time to time. The foregoing shall include Landlord's right to acquire additional land within which to expand the Retail Area. 31 CONDEMNATION Tenant hereby waives any loss or damage to Tenant or right to claim any part of the award as the result of the exercise of the power of eminent domain of any governmental body 32 NOTICES Wherever in this Lease d shall be required or permitted that notice or demand be given or served by either party to this Lease to or on the other, such notice or demand shall not be deemed to have been duty given or served unless in writing and either personally delivered, via overnight mail delivery or forwarded by certified mail, postage prepaid. addressed TO LANDLORD AT Las Ventanas Accounting Go Epoch Management 359 Carolina Avenue Winter Park, FL 32789 TO TENANT AT See Section 1(C) With a copy to Scott A. Cookson, Esq Shuffield, Lowman & Wilson, P.A 1000 Legion Place, Suite 1700 Orlando, FL 32801 Such addresses may be changed from time to time by either party serving notices as above provided 33 SUCCESSORS AND ASSIGNS All rights, obligations and liabilities herein given to or imposed upon the respective parties hereto shall extend to and bind the several and respective heirs, executors, administrators, trustees, receivers, successors, subtenants and assigns of said parties. subject to the provisions of Section 23, and if there shall be more than one Tenant, they shall all be bound jointly and severally by the terms, covenants and agreements herein and the word "Tenant" shall be deemed and taken to mean each and every person or party mentioned as a Tenant herein, be the same one or more, and if there shall be more than one Tenant, any notice required or permitted by the terms of this Lease may be given by or to any one thereof, and shall have the same force and effect as if given by or to all thereof. No rights, however, shall inure to the benefit of any assignee of Tenant unless the assignment to such assignee has been approved by Landlord in writing as aforesaid. 34 QUIET ENJOYMENT Upon payment by Tenant of the rents herein provided, and upon the observance of all the covenants, terms and conditions on Tenant's part to be observed and performed, Tenant shall peaceably and quietly hold and enjoy the Demised Premises for the Term or any renewal terms hereof without hindrance or interruption by Landlord or any other person or persons lawfully or equitably claiming by, through or under the Landlord. subject nevertheless, to the terms and conditions of this Lease 35 BROKERS Landlord and Tenant covenant, warrant and represent that CBRE, Inc. and Investment Management Associates (hereinafter 'Brokers') were instrumental in bringing about or consummating this Lease Further, neither Epoch LV-YogaFh Lease (LL 8-26-16) 11 Landlord nor Tenant has had any conversations or negotiations with any broker except the Brokers oonceming the leasing of the Demised Premises Both parties agree to indemnity the other against and from any claims for any brokerage commissions (except those payable to Brokers) and all costs, expenses and liabilities in connection therewith, including, without limitation, reasonable attorneys' fees and expenses, for any breach of the foregoing representation. Landlord shall pay all brokerage commissions due Brokers in accordance with a separate agreement between Landlord and Brokers. 36. EXCULPATION Tenant agrees that it shall look solely to the estate and property of the Landlord in the land and building comprising the Retail Area of which the Demised Premises are a part for the collection of any judgment (or any other judicial process) requiring the payment of money by Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed and performed by Landlord and no other property or estates of Landlord shall be subject to levy, execution or other enforcement procedures for the satisfaction of Tenants remedies. 37.. CAPTIONS Any headings preceding the text of the several paragraphs and subparagraphs hereof are inserted solely for the convenience of reference and shall not constitute a part of this Lease, nor shall they affect its meaning, construction or effect. 38. INTENTIONALLY OMITTED 39. FORCE MAJEURE If the performance by either of the parties of its obligations under this Lease (excluding monetary obligations) is delayed or prevented in whole or in part by any law, rule, regulation, order or other action adopted or taken by any federal, state or local governmental authority (and not attributable to an act or omission of said party), or by any Acts of God, fire or other casualty, floods, storms, hurricanes, explosions, accidents, epidemics, war, civil disorders, strikes or other labor difficulties, shortages or failure of supply of materials, labor, fuel, power, equipment, supplies or transportation, or by any other cause not reasonably within said party's control, whether or not specifically mentioned herein, said party shall not be deemed to be in default hereunder with respect thereto unless such party fails to promptly remedy such lack of performance immediately following the end of such event of force majeure. 40. TIME IS OF THE ESSENCE Time is of the essence in the perforrnance of each provision of this Lease Agreement. CAPACITY TO EXECUTE LEASE If Tenant is other than a natural person, Tenant represents that it is legally constituted, in good standing and authorized to conduct business in the State of Florida. Tenant further represents that the person who Is executing this Lease on its behalf has the full power and authority to perform such execution and deliver the Lease to Landlord. 42. CHOICE OF LAW This Lease Agreement shall be construed in accordance with the laws of the State of Florida, as may be amended from time to time. Venue for any action between the parties shall only be in the county in which the Retail Area is located or Palm Beach County, Florida. :irlmmmm7_T 11141:[sLF Tenant is hereby advised that radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. The foregoing disclosure is provided to comply with state law and is for informational purposes only. Landlord has not conducted radon testing with respect to the Building and specifically disclaims any and all representations and warranties as to the absence of radon gas or radon producing conditions in connection with the Building and the Demised Premises. 44. LANDLORD'S ACCEPTANCE The submission of the Lease to Tenant by Landlord is done solely for Tenant's consideration and shall not be deemed acceptance of the Lease terms by Landlord. Upon signing of the Lease by Tenant and submission to Landlord, this Lease shall be considered an offer only and shall have no binding effect, nor shall Landlord's depositing of Tenant's security deposit be considered acceptance of this Lease. Only upon full agreement by both parties of all terms, proper execution of this Lease by Tenant and Landlord, delivery of the (i) fully executed Personal Guaranty in the form attached hereto as Exhibit "D", and (li) Tenant's Security Deposit Gearing the bank and the return to Tenant of an executed original Lease, shall this Lease be considered binding. 45. SUPPLEMENTAL CODE COMPLIANCE PROVISION Notwithstanding anything contained in this Lease to the contrary, Landlord shall not be obligated to comply with any codes or other legal requirements currently in effect or hereafter promulgated by the governing authorities it Landlord would not otherwise be required to comply as a result of the existence of Demised Premises prior to the effective date of such code or legal requirement (i e. 'grandfathered'. Furthermore, Landlord may withhold its consent to, or prohibit Tenant from making any alterations if such alterations would cause Landlord to lose such 'grandfathered" exemption from code or other legal requirements or, if the loss of such exemption would cause Landlord to incur costs in excess of $500.00. 46. ENVIRONMENTAL Epoch LV-YogaFd Lease (LL 6-26-16) 12 Tenant shall not cause or permit any Hazardous Substance to be used, stored, generated, or disposed of on, in or about the Demised Premises except in accordance with applicable legal requirements, without obtaining Landlord's prior written consent, which consent may be withheld in Landlord's sole discretion. Tenant shall indemnify and hold harmless Landlord from any claim or loss arising from a breach of this Section. Without limitation, of the foregoing, if Tenant causes the presence of any Hazardous Substance on, in or about the Demised Premises, except in accordance with applicable legal requirements or with Landlord's consent that results in contamination, Tenant, at its sole expense and with Landlord's prior written approval of any remedial action, shall promptly take any and all necessary actions to return the Demised Premises or the Common Area, as the case may be, to the same condition that existed prior to the presence of any such Hazardous Substance on, in or about the Demised Premises. Landlord represents and warrants to Tenant that to Landlord's knowledge the Demised Premises, as of the date of execution of this Lease, is tree from any Hazardous Substance. Landlord shall not cause or permit any Hazardous Substance to be used, stored, generated, or disposed of on, in or about the Common Areas except in accordance with applicable legal requirements. 47. ESTOPPEL CERTIFICATES Tenant agrees, at any time and from time to time as requested by Landlord, to execute and deliver to Landlord a statement (commonly referred to as an Estoppel Certificate) certifying that this Lease in unmodified and in full force and effect (or if there have been modifications, that the same are in full force and effect as modified and stating the modifications). Tenant also shall include in any and such statements such other information concerning this Lease as Landlord, it mortgagee(s) or purchaser may request In the event Tenant fails to comply with this Section, such failure shall constitute a material breach of the Lease. In addition to any other remedy available to Landlord, Landlord may execute said document for and on behalf of Tenant as Tenant's attomey-in-fact. In acknowledgment thereof, Tenant hereby appoints Landlord as it s attomey-in-fact solely to execute any instrument required to carry out the intent of this Paragraph 47. 48. FINANCIAL STATEMENTS Prior to the Commencement Date, and thereafter throughout the term of this Lease, Tenant and Guarantors shall provide Landlord, within ten (10) days of Landlord's request therefore, the most current and complete financial statement of Tenant and Guarantors, inGuding, but not limited to, its balance sheet and profit and loss statement, and a statement of gross sales from the Demised Premises certified by an officer of Tenant. 49. ENTIRE AGREEMENT This Lease constitutes the entire understanding between the parties and shall bind the parties, their successors and assigns. No representations, except as herein expressly set forth, have been made by either party to the other. All negotiations and oral agreements acceptable to both parties are included herein; and unless reduced to writing in this Lease, no oral representations will be held to be true or accurate, and may not be relied upon by Tenant for any reason. This Lease cannot be amended or modified except in writing, signed by Landlord and Tenant 50. ERISA Tenant hereby represents and warrants to Landlord that (1) Tenant is not a "party in interest" (within the meaning of Section 3(14) of the Employee Retirement Income Security Act of 1974, as amended) or a 'disqualified person' (within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended) with respect to any retirement or pension plan of The Prudential Insurance Company of America, and (ii) no portion of or interest in the Lease will be treated as a "plan asset' within the meaning of Regulation 29 CFR Section 2510.3-101 issued by the Department of Labor. 51. PATRIOT ACT Tenant hereby represents and warrants that neither Tenant, nor any persons or entities holding any legal or beneficial interest whatsoever in Tenant, are (i) the target of any sanctions program that is established by Executive Order of the President or published by the Office of Foreign Assets Control, U.S. Department of the Treasury ('OFAC'); (ii) designated by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App. § 5, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56, Executive Order 13224 (September 23, 2001) or any Executive Order of the President issued pursuant to such statutes; or (iii) named on the following list that is published by OFAC: 'List of Specially Designated Nationals and Blocked Persons' (collectively 'Prohibited Persons'). If the foregoing representation is untrue at any time during the Lease Term (or any extensions thereof), a default under the Lease will be deemed to have occurred, without the necessity of notice to Tenant. To the best of Tenants knowledge, Tenant is not currently engaged in any transactions or dealings, or otherwise associated with any Prohibited Persons in connection with the use or occupancy of the Demised Premises or Retail Area. Tenant will not during the Term of this Lease, engage in any transactions or dealings, or otherwise be associated with any Prohibited Persons in connection with the use or occupancy of the Demised Premises or Retail Area. [Signatures Appear on Following Page] Epoch LV-YogaFit Lease (LL 8-2616) IN WITNESS WHEREOF, Landlord and Tenant have executed hereinbelow. Signed, sealed and delivered in the presence of: TENANT SEOUL SISTERS YOGA, INC., a Florida corporation, d/b/a YOGAFI1 By: Title: Date: LANDLORD LAS VENTANAS AT BOYNTON BEACH, LTD., a Florida limited partnership By: EPI -Boynton Equity, Inc., a Florida corporation, its General Partner mrxJ Printed r �— r^ Name By: / McCartey Davis, Vice President Date: u Epoch LV-YogaFn Lease (LL 8.19-16) Epoch LV-YogaFit Lease (LL 8-26-16) 14 TABLE OF EXHIBITS Rider #1 Addendum to Lease Exhibit A Site Plan Exhibit B Intentionally Omitted Exhibit C Use Restrictions Exhibit D Personal Guaranty Exhibit E Uniform Sign Plan Exhibit F Rules and Regulations Addendum to Lease No. 2 TABLE OF EXHIBITS RIDER NO 1 ADDENDUM TO LEASE This Addendum is incorporated into and becomes an integral part of that certain Lease Agreement between Landlord and Tenant, which is being executed contemporaneously. Any provision set forth in this Addendum shall prevail over conflicting provisions contained in the Lease. YOE Base Rent P.S.F. Monthly Ij@L Annual Base Rent 1 $18.00 $ 2,589.00 $ 31 068.00 2 $ 18.00 $ 2,589.00 $ 31:068:00 3 $ 18.54 $ 2,666.67 $ 32 000.04 4 $ 19.10 $ 2,746.67 $ 32 960.04 5 $ 19.67 $ 2,829.07 $ 33,948.84 6 $ 20.26 $ 2,913.94 $ 34,967.31 7 $ 20.87 $ 3,091.40 $ 36,016.33 8 $ 21.50 $ 3,092.41 $ 37,109.00 ABATED RENT: Provided Tenant is not in default and has complied with all terms and conditions of this Lease, beginning on the Rent Commencement Date, the first four (4) months of Base Rent shall be abated. Beginning on the fifth (5n month following the Rent Commencement Date, Tenant shall resume paying full Base Rent. During this four-month period, Tenant shall pay all other charges due (Common Area Charges, Retail Area Expenses, insurance, real estate taxes, etc.). The entire Base Rent otherwise due and payable for this four months in which Base Rent was abated, shall become immediately due and payable upon the occurrence of an event of default by Tenant under this Lease which remains uncured beyond any applicable notice and cure period. EXCLUSIVE: Provided Tenant is not then in default beyond any applicable cure period, Landlord agrees that it will not enter into any other lease in the Retail Area, which lease shall permit, as a principal business, the operation of a yoga or pilates studio or center. This Exclusive shall not apply to any existing tenants or their successors or assigns. Tenant acknowledges and agrees that the exclusive use right is only for the operation of a yoga or pilates studio and center, and that other tenants may offer some of the same services and products as Tenant, including personal training, massage, tanning and the sale of supplements This exclusive shall become null and void if: (a) Tenant defaults under this Lease for any reason, and such default continues beyond any applicable notice and cure period; (b) Tenant assigns its rights under this Lease in whole or in part or sublets any portion of the Demised Premises other than to a franchisee of YogaFit Franchising, LLC; (c) The Tenant or the entity signing the Lease changes, through sale, transfer of stock or any legal proceedings and the new Tenant is not a ; a franchisee of YogaFit Franchising, LLC or (d) The Demised Premises are no longer being used primarily for the principal use for which this exclusive was granted In the event Tenant reasonably and in good faith believes that there has been a material and substantial violation of this provision, it shall immediately notify the Landlord in writing stating with specificity the nature of the violation of this provision ('Tenant Violation Notice'). Within thirty (30) days from its receipt of the Tenant Violation Notice, Landlord shall, at its sole expense, take commercially reasonable actions (which for purposes hereof shall not require Landlord to file a lawsuit) to seek the termination of the activities which materially and substantially violate this provision. If Landlord fails to secure the termination of the activities which violate this provision within ninety (90) days from its receipt of the Tenant Violation Notice, Tenant's Base Rent shall be reduced by fifty percent (50%) ('Partial Rent AbabemenC) while such condition materially and substantially continues to exist, but in no event longer than six (6) months from the date the Partial Rent Abatement commences ('Partial Rent Abatement Period'). In addition to the Partial Rent Abatement during the Partial Rent Abatement Period, if the violation continues to remain uncured at the expiration of the Partial Rent Abatement Period, Tenant's Base Rent shall abate in full ('Full Rent Abatement') from that point in time until such time as such non-compliance is cured, but in no event longer than one (1) year from the date the full Rent Abatement commenced ('Full Rent Abatement Period. At the expiration of the Full Rent Abatement Period if the condition giving rise to the Tenant Violation Notice remains unsatisfied, Tenant shall notify Landlord of its election to, and shall either (i) resume the payment of all Base Rent in accordance with the provisions set forth in this Lease; or (ii) terminate the Lease and surrender the Premises in accordance with the requirements of this Lease to Landlord within ten (10) days of the expiration of said Full Rent Abatement Period Notwithstanding anything contained herein to the contrary: (a) during any Partial Rent Abatement Period or Full Rent Abatement Period, Tenant shall continue to pay all sums (other than Base Rent) due and owing Landlord under this Lease, including, without limitation, Common Area Charges and Tenant's Share of Retail Area Expenses, Taxes and Insurance, (b) in the event that Tenant is in the Partial Rent Abatement Period or Full Rent Abatement Period due to a violation of the exclusive use provision at the time Tenant exercises its renewal option, then commencing on the earlier of the first day of the Renewal Term or the expiration of the Partial Rent Abatement Period or Full Rent Abatement Period (as applicable), Tenant shall resume paying full Base Rent and Tenant shall be deemed to have waived its right to the abatement of rent with respect to such violation and (c) Tenant shall have no remedy for a violation of this Section 3, Including but not limited to the right to Partial Rent Abatement, if another tenant or occupant of the Retail Area violates a provision of its lease or license agreement regarding its premises, which either does not permit or specifically prohibits the use that violates Section 3 above (a 'rogue tenant'), provided Landlord uses good faith efforts to enforce Landlord's rights under such lease or license agreement Epoch LV-YogeFd Lease (LL 8-26-16) RIDER #1 ADDENDUM TO LEASE EXTENSION OPTION: (a) Landlord hereby grants Tenant the option to renew (the "Renewal Option") the initial Term for one (1) additional term of eight (8) years (the " Renewal Tenn") commencing as of the date immediately following the expiration of the initial Term. (b) As to the exercise of this Renewal Option by Tenant, the Landlord is materially relying upon the timely exercise of such Option and therefore, time is of the essence Tenant shall give Landlord written notice (the "Renewal Notice") of Tenant's election to exercise its Renewal Option on or before one hundred eighty (180) days prior to the expiration of the initial Tenn of the Lease, provided that Tenant's failure to give the Renewal Notice by said date, whether due to Tenant's oversight or failure to cure any existing defaults or otherwise, shall render the Renewal Option null and void, and Tenant shall be deemed to have irrevocably waived its Renewal Option. (c) Tenant shall not be permitted to exercise the Renewal Option at any time during which (i) Tenant is in monetary or material non -monetary default under the Lease, (ii) all or any portion of the Demised Premises is sublet, or the Lease has been assigned by Tenant to anyone other than a bona fide franchisee of YogaFit Franchising, LLC. (d) Tenant shall be deemed to have accepted the Demised Premises in "AS-ISIWHERE-IS" condition as of the commencement of the Renewal Term, it being understood and agreed that Landlord shall have no obligation to renovate or remodel the Demised Premises or any portion of the Project as a result of Tenant's renewal of the Lease. (e) The covenants and conditions of the Lease in force during the initial Term shall continue to be in effect during the Renewal Term, except as follows: (i) The "Commencement Date" for the purpose of the Option shall be the first day of the Renewal Term. (ii) The Base Rent for the first year of the Renewal Term shall be the greater of (a) the Fair Market Rental Rate for the Demised Premises, as defined below, or (b) 103% of the Base Rent payable for the 12 month period immediately preceding the expiration of the initial Tenn of the Lease During the Renewal Tenn, the Base Rent shall be equal to the greater of than current market rental rates (including escalations for successive years of the Renewal Term) for the Demised Premises as determined by Landlord in its sole, but good faith, judgment or 103% of the Base Rent paid during the last year of the initial Term. In addition to such market rate Base Rent, Tenant shall pay all applicable sales tax on all Base Rent and Additional Rent. The Base Rent for the Renewal Term shall be based upon 100% of the then ourent'Falr Market Rental Rate' (defined below) for comparable tenants within comparable mixed-use projects in southern Palm Beach County, taking into account all terms and concessions then being offered including but not limited to annual base rent escalations, concessions, parking rent, and tenant improvement allowances, provided, however, in no event shall the Base Rent during the first year of the Renewal Term be less than 103% of the Base Rent during the last year of the initial Tenn. The term 'Fair Market Rental Rate' for the purposes of this Lease, shall mean the annual amount of Base Rent that a willing, comparable tenant would pay, and willing Landlord of a comparable building in south Palm Beach County would accept at arm's length for comparable amount of space for a comparable period of time determined as follows: within ten (10) business days of Landlord's receipt of Tenant's notice to exercise this Renewal Option, Landlord shall provide Tenant with its determination of the Fair Market Rent Rate. If Tenant disagrees with Landlord's determination of the Fair Market Rent Rate, it shall notify Landlord within ten (10) business days thereafter, both Landlord and Tenant shall each engage the services of an independent third party broker to determine the Fair Market Rental Rate. If the Fair Market Rental Rates of both brokers are within ten (10%) percent of each other, the average of the two (2) shall be the binding Fair Market Rental Rate. If the Fair Market Rental Rates submitted by the two (2) brokers are not within the ten (10%) percent of each other, the two brokers shall collectively select a third broker to determine the Fair Market Rental Rate and the average of the third (3'") broker and the closest other broker's Fair Market Rental Rate shall be the binding Fair Market Rental Rate- All of such brokers shall be licensed in the State of Florida and knowledgeable in rental rates in South Palm Beach County. The costs, if any, associated with the third broker's determination of the Fair Market Rental Rate shall be shared equally between Landlord and Tenant. Pending determination of the Fair Market Rental Rate, the parties will use as provisional Base Rent (the 'Provisional Base Rent") for the beginning of the Renewal Tenn monthly installments equal to 103% of the Base Rent in effect for the last 12 months of the then expiring initial Term. If Tenant disputes Landlord's determination of Fair Market Rental Rate in accordance with the above procedures, during any period of the Renewal Term that the Fair Market Rental Rate is being determined in accordance with the above procedures, Tenant shall continue to pay as Base Rent the Provisional Base Rent After the Fair Market Rental Rate is determined: (i) if Tenant owes more money for said period, Tenant shall pay Landlord such amount within thirty (30) days after demand, (ii) if Landlord owes Tenant a reimbursement, Landlord shall pay Tenant such amount within thirty (30) days after such determination, (iii) Landlord and Tenant shall enter into an amendment to the Lease extending the Lease Term in accordance with the terms and conditions of this Section (f) Tenant's Renewal Option shall not be transferable by Tenant, except in conjunction with a permissible Transfer in accordance with the applicable provisions of the Lease (g) As a further condition of Tenant's exercising its Renewal Option, accompanying Tenant's notice of exercise, Tenant shall deliver to Landlord an original, signed, and notarized reaffirmation of each Guarantor's personal guaranty, in form and substance as follows: REAFFIRMATION OF PERSONAL GUARANTY The undersigned (insert name of Guarantors) ("Guarantors") hereby reaffirms for the Renewal Term the provisions of the Personal Guaranty which is attached to the Lease as Exhibtt "D". and such Guarantor acknowledges that Tenant's rent will be increased at the inception of the Renewal Term and for each subsequent year Dated By: Epoch LV-YogaFft Lease (LL 8-26-16) RIDER #1 ADDENDUM TO LEASE 4. TENANT IMPROVEMENT ALLOWA Landlord shall reimburse Tenant up to $69,040.00 (Sixty -Nine Thousand Forty Dollars and No/100 Dollars) (the 'Maxhnum Allowance") for improvements to the Demised Premises under the following terms and conditions: a. Landlord's reimbursement ('Landlord's Contribution') shall be applied only against the costs incurred by Tenant for labor engaged in the construction of Tenant Improvements and materials delivered to the Demised Premises in connection with Tenant Improvements and all such costs incurred prior to Tenant's opening for business. Such costs shall not include the cost of furniture or other personal property, moving expenses, or "soft costs' (such as architectural, consulting, and engineering fees) up to the Maximum Allowance. b. Payment of Landlord's Contribution. Landlord shall pay Tenant up to the Maximum Allowance for the Landlord approved Tenant Improvements (which approval shall not be unreasonably withheld) upon and under the following terms conditions: i Upon Tenant's opening for business and the delivery to Landlord of the following: A final, unconditional lien waivers from Tenant's general contractor and subcontractor covering all of Tenant's Improvements, B. a statement from Tenant's architect certifying that Tenant Improvements have been completed in accordance with Tenant's Plans; a permanent Certificate of Occupancy for the Demised Premises, D all certificates, permits, and/or licenses required by governmental and quasi - governmental authorities evidencing completion of Tenant Improvements and legal occupancy of the Demised Premises by the Tenant, and an "as built' plan. ii. Tenant's Performance of the following: A. Tenant has paid the first monthly installment of Rent, B. Tenant has opened for business and is operating such business within all of the Demised Premises, and Tenant is not in default of any term of this Lease. Landlord's Contribution shall be paid to Tenant within ten (10) business days of compliance with the above conditions. SATELLITE DISH. Tenant shall have the right to access the roof and exterior walls to install one (1) pole -mounted antennae or satellite dish on the roof of the Demised Premises for use by Tenant in connection with the operation of its business on the Demised Premises (the "Perrnitted Equipment"); provided, however, that Tenant shall (a) obtain all necessary and required permits associated with such items, at Tenant's sole expense, (b) comply with all laws and ordinances with regard to use, installation and maintenance of the Permitted Equipment, (c) not permit roof or wall penetrations unless specifically approved by Landlord (such approval not to be unreasonably withheld so long as such penetrations will not adversely affect any then existing roof warranty), and (d) perform the installation, maintenance and repair of the Permitted Equipment in a manner that does not adversely affect any roofing warranty. Landlord shall have the right to have all work that affects the roof be performed by such contractors as may be designated or approved by Landlord. Tenant shall pay or be responsible for (i) any taxes upon or in connection with the Permitted Equipment or the installation, maintenance or operation thereof, and (it) any utilities, including electricity, consumed or used by the Permitted Equipment or the installation, maintenance or operation thereof, and including utility connection fees and deposits which may be charged by the applicable utility service provider. Tenant shall, at its own expense, promptly repair any damage or wear to the Retail Area (including, without limitation, the roof) resulting from the Permitted Equipment or the use, operation, repair, maintenance or removal thereof. The Permitted Equipment shall be installed and maintained by Tenant at its sole cost and expense and shall be operated in a manner that does not interfere with the businesses being conducted by Landlord or the other tenants of the Retail Area or the Las Ventanas project Tenant shall make all repairs to the roof arising from the installation, maintenance, repair or operations of the Permitted Equipment. No Permitted Equipment installed by Tenant on the roof of the Demised Premises shall be for the use of any other party. Prior to the expiration or sooner termination of the Lease, Tenant shall, if required by Landlord in writing, remove the Permitted Equipment and, at Tenants sole cost and expense, repair any damage related thereto and restore the roof to the same condition as existed prior to the installation, reasonable wear and tear excepted. No logo, business or similar image or design, or trade name, or similar written feature, shall be visible upon any surface of the Permitted Equipment and no part or portion of the Permitted Equipment may be used for any signage or advertising purposes whatsoever. Under no circumstances will Tenant pernit the operation of the Permitted Equipment to adversely interfere with or otherwise impede the operation of communications, electronic transmissions or other similar systems operated by any other tenant of the Retail Area or residential apartments or any such systems operated by Landlord. In the event that the operation of Tenants Permitted Equipment does interfere with or otherwise impede Landlord's or such other tenants' communications. transmissions or similar systems, and Tenant fails to remove such interference or impediment within 5 business days after Tenant's receipt of written notice from Landlord of same, then Landlord will have the right to remove such interference or impediment by disconnecting Tenants Permitted Equipment or, if such is not sufficient, to remove such interference or impediment by removing the Permitted Equipment at Tenants sole cost and expense (provided that Tenant's Permitted Equipment will remain the property of Tenant). Tenant shall have all risk of loss with respect to the Permitted Equipment. Landlord shall not be responsible or liable for, and Tenant hereby expressly waives all claims against Landlord for, injury to persons or damage to the Permitted Equipment, regardless of the cause. Epoch LV-YogeFit Lease (LL e-26-16) RIDER 01 ADDENDUM TO LEASE EXHIBIT "A" SITE PLAN Epoch LV-VogaFft Lease (LL 6-26-16) EXHIBIT "A" EXHIBIT'S' LANDLORD'S WORK Any and all work not listed above shall be at Tenant's sole cost and expense. Epoch LV-YopaFit Lease (LL 8-26-16) EXHIBIT `B" EXHIBIT °C" USE RESTRICTIONS 1 Restaurant selling Asian food (including Japanese (including sushi), Chinese and/or Thai food). 2 Restaurant selling submarine sandwiches 3 Real estate brokerage 4 Sports bar, sports -themed bar, or any restaurant and/or bar having more than four (4) televisions per 1,500 square feet, billiard tables, and which shows televised sporting events on multiple televisions. 5. The sale of any alcoholic beverages for off -premises consumption 6. Hair and nail Salon. 7. Spa. 8. Packing and shipping, printing, copying, postage, and facsimile services, sale of packaging supplies, metered mail, mailbox rentals, key duplicating, passport photos, electronic filing of tax returns, greeting cards, stationery and office supplies, computer time rental, document shredding and scanning. 9. Nail Salon. 10. Restaurant selling Italian food or operating as an Italian -themed restaurant. 11. Coffee shop, and the sale of gourmet, brand -identified brewed coffee and tea, and smoothies/blended beverages containing fruit, yogurt, coffee or tea 12. Restaurant serving Greek themed food 13. "Southern" themed restaurant and bar serving food and beverages traditionally featured in the southern region of the United States Epoch LV-YogaFit Lease (LL 8-26-16) EXHIBIT "C" EXHIBIT "D" PERSONAL GUARANTY This Guaranty is made and entered into by the party executing this Guaranty hereinbelow, and, who acknowledges a financial and/or ownership interest in SEOUL SISTERS YOGA, INC., a Florida corporation, and/or will benefit from the execution of the belmw described Lease, and understand and acknowledge that Landlord will not execute the Lease without the execution of this Personal Guaranty by the Guarantor. For value received and in consideration for and as an inducement to Landlord to lease premises referred to in that certain lease agreement (the "Lease") by and between Landlord and Tenant to which this Guaranty is attached, Guarantor does hereby unconditionally, jointly and severally guarantee to Landlord the punctual payment of the Rent (as defined in the Lease) due under the Lease during the entire Lease Term as the same may be renewed or extended, including accelerated Rent, and the due performance of all the other terms, covenants and conditions contained in said Lease on the part of Tenant to be paid and/or to be performed thereunder (the "Obligations"). This Guaranty is an absolute and unconditional guaranty of payment and of performance and not a guaranty of collection. Guarantor shalt also pay any and all damages, expenses and attomey's fees that may be suffered or incurred by Landlord in consequence of nonpayment or nonperformance of this Guaranty, including litigation in all Trial, Appellate and Bankruptcy Courts, This Guaranty is an absolute and unconditional guaranty. Guarantor agrees that Landlord, in the event of a default of Tenant shall not be required to assert any claim or cause of action against Tenant before asserting any claim or cause of action against Guarantor under this Agreement Furthermore, Guarantor agrees that Landlord shall not be required to pursue or foreclose on any collateral that it may receive from Tenant or others as security for any obligations of the Lease before making claim or asserting a cause of action against Guarantor under this Agreement If Guarantor is a corporation, Guarantor covenants and warrants to Landlord that the execution and delivery of this Guaranty has been duly authorized by the Board of Directors of Guarantor and the making of the Guaranty does not require any vote or consent of shareholders. The failure of Landlord to perfect any portion of its security interest in any collateral received for the Lease shall not release Guarantor from its liabilities and obligations hereunder. Landlord, without authorization from or notice to Guarantor and without impairing, modifying, changing, releasing, limiting or affecting the liability of Guarantor hereunder, may from time to time at its discretion and with or without valuable consideration, atter, compromise, accelerate, renew, extend or change the time or manner for the payment of any or all of the obligations under the Lease, take and surrender security, exchange security by way of substitution, or in any way it deems necessary take, accept, withdraw, subordinate, alter, amend, modify or eliminate security, add or release or discharge endorsers, guarantors, or other obligors Guarantor expressly waives presentment for payment, demand, notice of demand and of dishonor and nonpayment of the debt, notice of intention to accelerate the maturity of the debt or arry part thereof, notice of acceleration of the maturity of the debt, or any part thereof, notice of disposition of collateral, the defense of impairment of ooliateral, the right to a commercially reasonable sale of collateral, protest and notice of protest, diligence in collecting, and the bringing of suit against any other party. Guarantor waives all defenses given to sureties or guarantors at taw or in equity other than the actual payment of the Obligations. VVithout notice to Guarantor, without the consent of Guarantor, and without affecting, limiting or releasing Guarantor's liability hereunder, Landlord may (a) grant Tenant extensions of time for payment or performance of the Obfigations or of any other obligations of the Lease or Landlord may delay in the enforcement of any Obligations against Tenant; (b) renew any of the Obligations or any other obligations of the Lease; (c) grant Tenant extensions of time for performance of agreements or other indulgences; (d) at any time release any or all of the collateral held by Landlord; (e) compromise, settle, release, or terminate any or all of the obligations, covenants, or agreements of Tenant under the Lease; and/or (f) modify, amend, terminate, assign or consent to the assignment of any of the Obligations or any other obligation, covenant or agreement of Tenant set forth in the Lease Guarantor agrees that in the event of any insolvency, bankruptcy, reorganization, assignment for benefit of creditors, receivership or other debtor -relief law, that same shall not serve as a Release or Discharge of the Obligations of Guarantor hereunder, and this Guaranty shall remain in full force and effect Specifically, Guarantor agrees that he shall not be released from any obligation or liability hereunder as a result of the afore -described, and specifically agree that in the event of a bankruptcy proceeding of the Tenant, that the Guarantor shall not be released nor discharged as a result of any assignment and assumption of the Lease, rejection of the Lease, approval or rejection of a plan of reorganization, or discharge of the Tenant in bankruptcy Guarantor agrees that in the event of a Bankruptcy, Guarantor shall not be entitled to, nor shall Guarantor seek any stay of proceedings which may be in effect as to the Tenant It is the intention of the Landlord and Guarantor that the Guarantor's obligations hereunder shall not be discharged or limited in any way under any of the aforedescribed circumstances, or otherwise as a result of arty release or discharge of the liability of the Tenant from a debtor -relief proceeding. Notwithstanding anything contained herein to the contrary, provided there is not then an Event of Default (as defined in the Lease) which remains outstanding or an event has occurred which with the passage of time and giving of notice would constitute an Event of Default for a period of two (2) years from the Rent Commencement Date (as defined in the Lease), then at that point this Guaranty and all obligations hereunder shall expire. Notwithstanding the foregoing, effective as of the 1" day of the twenty fifth (25"') month of the Lease Term, the Guarantor's liability shall be limited to twelve (12) months of full Rent (i.e. Base Rent and Additional Rent) from the occurrence of an Event of Default, together with the unamortized portion of any tenant improvement allowance and/or rent concession provided to the Tenant, together with all attorney fees and costs incurred, as provided herein This (1) one year liability shall be ongoing during the full Lease Term, and as the Lease Term may be extended or renewed. In the event that any provision is deemed to be invalid by reason of the operation of any law or by reason of the interpretation placed thereon by any court, this Guaranty shall be construed as not containing such provisions and the invalidity of such provisions shall not affect other provisions hereof which are otherwise lawful and valid and shall remain in full force and effect Epoch LV-YogaFft Lease (LL 8-26-16) EXHIBIT "D° Guarantor and Tenant do hereby agree and acknowledge that the Bemis, provisions, and conditions of this Guaranty shall be controlled and construed according to the laws of Fkxida and the proper venue shall lay only in Palm Beach County, Florida. Guarantor does hereby knowingly, voluntarily, intentionally and unconditionally waive the right to Trial by Jury in any Iitigation based upon, arising out of, or involving the en/nrcernent of this Guaranty and/or the underlying Lease and to which the Guarantor is a party. This Guaranty or any of the provisions thereof cannot be modified, waived or terminated, unless in writing, signed by Landlord. The provisions of this Guaranty shall be binding upon and inure to the benefit of the Guarantor and Landlord and their respective heirs, legal representatives, successors and assigns In witness whereof, Guarantor has executed or caused to be executed this Guaranty Gua I z 4 - Printed HARLES ANZALONE Name: Date: s4w- Home Address: Epoch LV-YogaFd Lease (LL 8-26-16) EXHIBIT "D' EXHIBIT "E" UNIFORM SIGN PLAN RETAIL AREA Building, Window and Door Signage: 1. Wail signs to be internally -illuminated cabinet signs with "push-thru' graphics and decorative moldings/embellishments per Art Sign Company drawing #09-07-08-247, Sheet #4 (front signs), and drawing #09-07-06-247, Sheet #6 (rear signs). 2. Sign cabinet depth to be 8" excluding 3. Front signs to be a maximum of one (1) square foot per linear foot of storefront lease space, square footage calculated exclusive of moldings/embellishments. 4. Rear signs to be a maximum of one-half (0.5) square foot per linear foot of storefront lease space, square footage calculated exclusive of moldings/embellishments 5. Moldings/embellishments fabricated from 1' thick Sintra brand PVC - 6. Sign cabinet fabricated from heliarcwelded aluminum angle internal frame with external .125 aluminum face and sides. 7. All graphics computer -routed into aluminum face with matching computer -routed %' thick clear acrylic inserted into the routed aluminum voids in the face, creating a "push-thru" appearance. 8. 3M brand #3630-33 red translucent vinyl graphic film to be applied to the faces of the %" acrylic "push-thru" graphics. 9. Tenant graphics to be in the font of the tenants' choice. 10. Logos are not to exceed 20% of the sign face area. 11. Aluminum sign face and sides to be in texturized stucco -like finish Sherwin-Williams #8140 Moderate White. 12. Sintra brand PVC moldings/embellishments to be in texturized stucco -like finish to match brown paint of building trim. 13. Internal illumination from High Output fluorescent lamps and ballasts with all wiring in U.L. compliant conduit and raceways concealed within the sign cabinet. 14. All fabrication, installation and wiring to meet or exceed all applicable building and electrical codes and all U.L requirements and specifications. 15. Window graphics may be black or white die -cut vinyl lettering only. Any window graphics should be limited to a maximum of 6 inch tall lettering and limited to no more than 10% of the door and one adjacent window surface of any tenant. 16. No sign shall be installed without written landlord approval, City approval, and permit. 17. No signage is to be allowed on awnings. 18. Stacked font is allowed, permitted that stacked copy will fit within the designated sign band and will not appear crowded, look inappropriate, or out of scale and character with adjacent signage. Epoch LV-YogaFit Lease (LL 8-26-16) EXHIBIT "E' Prohibited Slans: A Animated/fluttering signs B. C D. E. F. G. H. I. J. K. L. M. N. O. P. 0. R. S, T. U. V, W. Balloons Bus bench signs Festoons Flashing signs Roof signs Rotating signs Signs that swing Sidewalk signs (sandwich/"A" frame) Portable signs Exposed neon tubing signs Signs that obstruct free ingress to or egress from a door, window, fire escape or other required exit or entrance. Snipe signs or signs attached to or painted on fire escapes, television antennas, satellite dishes, utility poles or any other associated structure. Signs which emit odors, sounds, smoke, vapor or other visible matter. Unauthorized signs on property owned by or under control of the City of Boynton Beach. Banners (unless approved pursuant to Chapter 21) Off premises signs, except those permitted under Chapter 21, Artic4e III, Section 6 Special Signs) or Chapter 22, Article II, Section 7, Paragraph O (Neighborhood Identification Signs). Electrical or illuminated signs in residential zoning districts, except that in a development where models are being demonstrated, an illuminated sign, meeting the other requirements of this chapter, may be used provided no illumination is shown between the hours of 9:00 p.m. and 7:00 a.m the following day Bill boards Non -geometric signs shaped to depict figures or demonstrative shapes used to attract attention to the business activity with which the sign is associated. Painted wall signs Pylon signs Any other sign prohibited by the City of Boynton Beach Epoch LV-YogaFil Lease (LL 8-26-16) EXHIBIT "E` EXHIBIT "F' LAS VENTANAS RULES AND REGULATIONS 1 OPERATION: Tenant shall conduct its business in the Demised Premises in all respects in a dignified manner and in accordance with high standards of store operation and that of a first quality Retail Area. 2, BUSINESS HOURS. Tenant will remain open for business Monday through Saturday from 10:00 a.m. to 6 p.m., plus any additional hours for the Retail Area as set by the Landlord from time to time. Tenant may also remain open for any additional hours desired by Tenant, subject to Landlord approval. 3. WINDOW TREATMENTS. No curtains, draperies, blinds, shades, window tinting, or screens shall be attached to or hung or used in connection with any window or door of the Demised Premises without prior consent of the Landlord. Curtains, draperies, blinds, shades or screens must be of a quality, type, design and odor approved by Landlord. Further, all draperies, shades or screens shall have a natural color or fabric facing exterior window views 4. DELIVERIES. All deliveries or shipments of any kind to and from the Demised Premises shall be made in a manner directed by Landlord with no exceptions. Failure to abide by this rule could result in a fine by the applicable governing municipality, and Tenant shall indemnify and hold Landlord harmless from and against any costs in connection with Tenant's violation of this restriction. Loading and unloading of merchandise, supplies and other goods, shall be made only by way of the rear of the Demised Premises at a location designated by Landlord, and only at such times designated for such purpose by Landlord; trailers and/or tucks servicing the Demised Premises may only park in portions of the Retail Area designated for such purpose by Landlord, and only while actively loading/unloading. In no event may arty trucks be parked in a manner which may Interfere with the use of any Common Areas or any pedestrian or vehicular access. 5. RADIO, TELEVISION. EXTERIOR NOISE. No radio, television, phonograph or other devices, or aerial attached thereto (inside or outside the Demised Premises) shall be installed without first obtaining in each instance the Landlord's written consent; and if such consent be given, unless otherwise approved, no such device shall be used in a manner so as to be heard or seen outside of the Demised Premises, and no advertising medium shall be used which can be seen, heard or experienced outside the Demised Premises, including, but not limited to, flashing lights and searchlights. If any live music is played in the Demised Premises, same shall be performed in a manner so as not to be heard outside of the Demised Premises. Any nightclub shall install sound attenuation materials approved by Landlord inside the walls and ceilings of Demised Premises. 6. AREAS ADJOINING PREMISES. Tenant shall keep the areas immediately adjoining the Demised Premises in the front and at the rear of the Demised Premises, including any portion of the common areas where Tenant is given the right to use for a sales or service area, clean and free from dirt and rubbish, and Tenant shall not place, suffer or permit any obstructions or property in such areas or in any area outside of the Demised Premises. 7. MAINTENANCE Tenant will maintain the Demised Premises at its own expense in a dean, orderly and sanitary condition and free of unreasonable odors, insects, rodents, vermin, and other pests; will not bum or permit undue accumulation of garbage, fresh, rubbish and other refuse, and will remove the same from the Demised Premises to compactors or other receptacles provided by Landlord, and will keep such refuse in proper containers on the interior of the Demised Premises until so removed from the Demised Premises. Tenant shall keep the entry and exit ways immediately adjoining the Demised Premised dean and shall not place or permit any rubbish, obstruction or merchandise in such areas. Tenant shall break dawn, flatten or otherwise condense all boxes and trash placed in any trash receptacle. Notwithstanding the foregoing, Tenant at its expense shall make special arrangements, which must be acceptable to Landlord, for the collection, storage and removal of any grease, oils, fats, renderings. foods, or similar waste all of which shall be carried and not dragged to the appropriate disposal facility, and shall not place same in any compactors or other trash receptacles for the Retail Area or in the sewer system of the Retail Area, or in the alternative Landlord will have the right to remove same and charge Tenant for all costa associated therewith, which shall be paid within ten (10) days after written demand by Landlord. No such waste materials shall be removed from the Demised Premises in any leaking bags or containers, and if any such waste materials spill on the common areas same shall be immediately cleaned up by Tenant. 8. STORAGE OF ARTICLES OUTSIDE PREMISES. Tenant will not place or maintain any merchandise, vending machines or other articles in the vestibule or entry of the Demised Premises, on the footwalkcs adjacent thereto or elsewhere on the exterior thereof 9. USE OF AREAS OUTSIDE PREMISES Tenant will not use, or permit to be used, the malls or sidewalks adjacent to the Demised Premises, or any other space outside of the Demised Promises for the display or sale or offering for sale of any merchandise or for any other business, occupation or undertaking, unless permitted by Landlord in writing. 10. NO SOLICITATIONS. Tenant will not use or permit the use of any portion of the Retail Area or the Demised Premises for solicitations, demonstrations or itinerant vending, or any activities inconsistent with reasonable standards of good Retail Area practice; Tenant and Tenant's employees and agents shall not solicit business in the parking or other Common Areas of the Retail Area, nor shall Tenant distribute any advertising matter on automobiles parked in the parking areas or other Common Areas of the Retail Area without Landlord's prior written consent 11 PLUMBING FACILITIES. The plumbing facilities within or serving the Demised Premises shall not be used for any purposes other than for which they were constructed, and no foreign substances of any kind shall be thrown therein. 12. NO SLEEPING OR LODGING. Tenant shall not use, permit or suffer the use of any portion of the Demised Premises as living, sleeping or lodging quarters. 13. EXCESSIVE FLOOR LOADS. No load will be placed on any floor of the Demised Premises which exceeds the floor load per square toot area which such floor area was designated to carry. Epoch LV-YogaFit Lease (LL 8-26-16) EXHIBIT 'F" 14. VIBRATION AND NOISE. All mechanical equipment and machinery in or serving the Demised Premises will be kept free of vibration and noise which may be transmitted beyond the confines of the Demised Premises, and, to the extent applicable, Tenant will provide sound barriers for Tenant's roof -top HVAC system to the extent required by any environmental or other law, rule, regulation, guideline or order. 15. ODORS. Tenant shall not cause or permit strong, unusual, offensive or objectionable noise, odors, fumes, dust or vapors to emanate or be dispelled from the Demised Premises. 16, LIVE ANIMALS. No live animals will be kept on or within the Demised Premises. 17. EXTERMINATOR SERVICE. Tenant must have the Demised Premises serviced by a pest exterminator approved or selected by Landlord at least once per month (once a week if Tenant sells food or beverages within the Demised Premises) at Tenant's expense- Landlord, at its option and from time to time, may, at the expense of the Tenant, employ a pest extermination contractor to service the Demised Premises at such intervals as Landlord may require, and Tenant shall permit said contractor to enter the Demised Premises to perform pest extermination services 18. FLOOR COVERING. Tenant shall not lay linoleum or other similar floor covering so that such floor covering shall come in direct contact with the floor of the Demised Premises and if linoleum or other similar floor covering is so used, an interliner of builder's deadening felt shall first be affixed to the floor by paste or other material soluble in water, so that such floor covering may be easily removed The use of cement or other similar material is prohibited. 19. STORAGE OF VEHICLES/PARKING. No automobiles, trucks or other vehicles may be stored on the Retail Area, or may be parked on the Retail Area which are not capable of being run under their own power. Tenant and Tenant's employees shall park their cars only in those portions of the parking area designated for those purposes by the Landlord. Tenant shall furnish Landlord within 5 days after taking possession of the Demised Premises, the state of registration and automobile license numbers assigned to vehicles belonging to Tenant's employees and shall thereafter notify the Landlord of any change within 5 days after changes occur. Landlord has and reserves the right to alter the methods used to control parking and the right to establish such controls and rules and regulations (such as parking stickers to be affixed to vehicles) regarding parking that Landlord deems desirable. Without liability, Landlord will have the right to tow or otherwise remove vehicles improperly parking, blocking ingress or egress lanes, or violating parking rules, at the expense of the offending tenant and/or owner of the vehicle. Landlord shall not have any liability on account of any loss or damage to any vehicle or the contents thereof, Tenant hereby agreeing to bear the risk of loss for same. In the event that the Tenant or its employees fail to park their cars in designated parking areas as aforesaid, then the Landlord, at its option, may without limiting its right to other tow or have such vehicle removed, elect to charge Tenant ten ($10.00) dollars per day or partial day per car parking in any area other than that designated for employee parking. 20. ADVERTISING AND PROMOTIONAL MATERIALS. Tenant will not display, paint or cause to be displayed, painted or placed, any handbills, bumper stickers or other advertising or promotional materials or devices on any vehicle parked in the parking area of the Retail Area, whether belonging to Tenant, or to Tenant's agents or employees, or to any other person; will not distribute, or cause to be distributed, in the Retail Area, any handbills or other advertising devices; and will not conduct or permit any activities that might constitute a nuisance or unreasonable source of annoyance to other tenants of the Retail Area or their customers. 21. DISPLAYS AND DECORATIONS. Tenant shall not place, suffer or permit displays or decorations on the sidewalks outside of the Demised Premises or on or upon any of the parking or other common areas of the Retail Area. Additionally, Tenant shall not place or permit to be placed any seating areas outside of the Demised Premises or anywhere within the Common Areas without the express prior written consent of Landlord. 22 HAZARDOUS SUBSTANCES. The term "Hazardous Substances", as used in this lease, shall include without limitation, flammables, explosives, radioactive materials, asbestos, polychlorinated biphenyls (PCBs), chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials, petroleum and petroleum products, and substances declared to be hazardous or toxic under any law or regulation now or hereafter enacted or promulgated by any governmental authority Tenant's Restrictions: Tenant shall not cause or permit to occur. I any violation of any federal state, or local law, ordinance, or regulation now or hereafter enacted, related to environmental conditions on, under, or about the Demised Premises or arising from Tenant's use or occupancy of the Demised Premises including, but not limited to, soil and ground water conditions, or ii the use, generation, release, manufacture, refining, production, processing, storage or disposal of any Hazardous Substance without Landlord's prior written consent, which consent may be withdrawn, conditioned, or modified by Landlord in its sole and absolute discretion in order to insure compliance with all applicable "Laws" (hereinafter defined), as such Laws may be enacted or amended from time to time. Environmental Cleanuo: I . Tenant shall, at Tenant's own expense, comply with all laws regulating the use, generation, storage, transportation, or disposal of Hazardous Substances ("Laws"). ii. Tenant shall, at Tenant's own expense, make all submissions to, provide all information required by and comply with all requirements of all governmental authorities under the Laws. iii. Should any governmental authority or any third party demand that a cleanup plan be prepared and a cleanup be undertaken because of any deposit, spill, discharge, or other release of Hazardous Substances that occurs during the term of this lease, at or from the Demised Premises or which arises at any time from Tenant's use or occupancy of the Demised Premises, then Tenant shall, at Tenant's own expense, prepare and submit the required plans and all related bonds and other financial assurances and Tenant shall carry out all such cleanup plans. Epoch LV-YogaFit Lease (LL 6-26-16) EXHIBIT "F C. Tenant shall promptly provide all information regarding the use, generation, storage, transportation, or disposal of Hazardous Substances that is required by Landlord. d. If Tenant fails to fulfill any duty imposed under this Paragraph within thirty (30) days following Landlord's written request, Landlord may proceed with such efforts and in such case, Tenant shall cooperate with Landlord in order to prepare all documents Landlord deems necessary or appropriate to determine the applicability of the Laws to the Demised Premises and Tenants use thereof and for compliance therewith and Tenant shall execute all documents promptly upon Landlord's request and any expenses incurred by Landlord shall be payable by Tenant as an additional rent No such action by Landlord and no attempt made by Landlord to mitigate damages under any Law shall constitute a waiver of any of Tenant's obligations under this Paragraph. Tenant's obligations and liabilities under this Paragraph 22 shall survive the expiration of this lease. 23. INCIDENT NOTICE. Tenant shall give to Landlord prompt written notice of any accident, fire, burglary, theft, or damage occurring on or to the Demised Premises. Epoch LV-YogaFh Lease (LL &28-18) EXHIBIT "F° ADDENDUM TO LEASE NO.2 This Lease Addendum ('Addendum") dated ✓fM44- / , 2016, is entered into between LAS VENTANAS AT BOYNTON BEACH, LTD ('Landlord') and SEOUL SISTERS YOGA, INC. ('Tenant") AND YOGAFIT FRANCHISING, LLC ('YogaFit') RECITALS The parties have entered into a Lease Agreeme t dated 2016 (the 'Lease") for the premises located at B-1517 N. Federal Highway, Boynto Beech, Florida (the'Premises'). Tenant has agreed to use the Premises only for the operation of a YocAFrr Studio pursuant to a franchise agreement ("Franchise Agreement°) with YogaFit. The parties desire to amend the Lease in accordance with the terms and conditions contained in this Addendum. AGREEMENT 1. Remodeling and D®cor. Subject to compliance with Section 15 of the Lease, Landlord agrees to allow Tenant to remodel, equip, paint and decorate the interior of the Premises and to display such proprietary marks and signs on the interior and exterior of the Premises pursuant to the Franchise Agreement and any successor Franchise Agreement. 2. Assignment Tenant has the right to assign all of its right, title and interest in the Lease to YogaFit at any time during the term of the Lease, including any extensions or renewals, without first obtaining Landlord's consent but with at least thirty (30) days prior written notice to Landlord. As a condition to such assignment, however, all defaults must be cured. Further, no assignment will be effective, however, until YogaFit gives Landlord written notice of its acceptance of the assignment or YogaFit exercises control over the Premises and all defaults are cured. If YogaFit elects to assume the Lease under this paragraph or unilaterally assumes the Lease as provided for in subparagraphs 3(c) or 4(a), or is deemed to have assumed the Lease by its exercise of control of the Premises, Landlord and Tenant agree that (f) Tenant and any existing guarantor will continue to remain liable for the Tenants responsibilities and obligations under the Lease, including amounts owed to Landlord prior to the date of assignment and assumption, and (io YogaFit will have the right to sublease the Premises to another YOGAFrT franchisee, without further need for Landlord approval but with no less than thirty (30) days prior written notice to Landlord, provided the franchisee agrees to operate the Studio as a YoGAFrr Studio pursuant to a franchise agreement with YogaFit YogaFit will remain responsible for the lease obligations Incurred after the effective date of the assignment. Notwithstanding anything contained in this Addendum to the contrary, (a) no assignment or sublet shall be effective while any defaults remain uncured, and (b) other than as specifically set forth in Section 3 of this Addendum, Landlord shall not be required to provide additional notices or opportunities to cure defaults, other than as provided in the Lease and Section 3 below. 3. Default and Notice (a) In the event there is a default or violation by Tenant under the terms of the Lease, Landlord agrees to give Tenant and YogaFit written notice of such default or violation within a reasonable time after Landlord knows of its occurrence. Landlord agrees to provide YogaFit the written notice of default as written and on the same day Landlord gives it to Tenant Although YogaFit is under no obligation to cure the default, YogaFit will notify Landlord within fifteen (15) days of its receipt of such notice if YogaFit intends to cure the default and unilaterally assume Tenants interest in the Lease as provided in Paragraph 3(c). YogaFit will have an additional 15 days from the expiration of Tenant's cure period in which to cure the default or violation. (b) All notices to YogaFit must be sent by registered or certified mail, postage prepaid, to the following address: YogaFit Franchising, LLC 2411 Galpin Court, Suite 110 Chanhassen, MN 55317 (952)474-5422 YogaFit may change its address for receiving notices by giving Landlord written notice of the new address. Landlord agrees to notify both Tenant and YogaFit of any change in Landlord's mailing address to which notices should be sent. (c) Upon Tenant's default and failure to cure a default under either the Lease or the Franchise Agreement, and the curing of all defaults under this Lease, YogaFit has the right (but not the obligation) to unilaterally assume Tenant's interest in the Lease In accordance with Paragraph 2 4 Termination or Expiration. (a) Upon the expiration or termination of the Franchise Agreement, YogaFit has the right (but not the obligation) to unilaterally assume Tenant's interest in the Lease in accordance with Paragraph 2 (b) Upon the expiration or termination of the Lease, if YogaFit does not assume Tenants interest in the Lease, Landlord agrees to allow YogaFft to enter the Premises for a period of ten (10) days after such expiration or termination, without cost and without being guilty of trespass to remove all signs and all other items identifying the Premises as a YOGAFrr Studio and to make such other modifications as are reasonably necessary to protect the marks and system, and to distinguish the Premises from YOGAFrr Studios. YogaFit shall repair all damage caused by such actions and indemnify and hold Landlord harmless from and against all claims, damages and losses sustained as a result of such actions.. 5 Consideration: No Liability. (a) Landlord acknowledges that the provisions of this Addendum are required pursuant to the Franchise Agreement and that Tenant may not lease the Premises without this Addendum. (b) Landlord acknowledges that Tenant is not an agent or employee of YogaFit and Tenant has no authority or power to act for, or to create any liability on behalf of, or to in any way bind YogaFit or any affiliate of YogaFit and that Landlord has entered into this Addendum with full understanding that it creates no duties, obligations, or liabilities of or against YogaFit or any affiliate of YogaFit (c) Nothing contained in this Addendum makes YogaFit or its affiliates a party or guarantor to the Lease, and does not create any liability or obligation of YogaFit or its affiliates other than as provided in this Addendum. 6, Modification. No amendment or variation of the terms of this Addendum is valid unless made in writing and signed by the parties and the parties have obtained YogsFits written consent. Epoch LV-YogaFd Lease (LL 6-26-16) ADDENDUM TO LEASE NO 2 7. Reaffirmation of Leasa. Except as amended or modified by this Addendum, all of the terms, conditions, and covenants of the Lease remain in full force and effect 8. Miscellaneous. (a) References to the Lease and to the Franchise Agreement include all amendments, addenda, extensions, and renewals to the documents. (b) References to Landlord, Tenant, and YogaFit include the successors and assigns of each of the parties [signature page(s) follow] Epoch LV-YogaFit Lease (LL 8-26-16) ADDENDUM TO LEASE NO. 2 IW WITNESS WHEREOF, ft pwOw hem aom&d 9dn Add"m u of Nt data rsitWn ®bovu. TE Inc. LANDLORD: Las Ventum at Ba1vftn Bs&t;h, Ltd, YOGAFlT FRANCHISING, LLC Epoch LVNogcR L.063a (LL 8-26-96) AMEHIDUId TO LEASE NO. 2 CONSTRUCTION INTERNATIONAL INC. PROPOSAL & CONTRACT Build-Out-"YOGAFIT" June 22, 2016 Mr. Charles Anzalone, Owner 1499 US1 Boynton Beach, FL 33426 Project: Build -Out "YOGAFIT' 1499 US1 Boynton Beach, FL 33426 STEALTH CONSTRUCTION INT., INC proposes to supply all labor, materials and equipment required to perform the Required Retaining Wall, as specified below. All work specified herewith will be accomplished for the Total price of $98,200.00 Nighty - Eight -Thousand -Two -Hundred -Dollars and No -Cents. Our proposal is based on a site investigation, conversation(s) with the Owner, and review of "Yogafit"-Specifications, herewith "Attached." We are ready to commence Design /construction upon execution of this proposal and a 10% Deposit payment of $9,820.00 SHEEL CONSTRUCTION ONLY SUBJECT TO THE FOLLOWING QUALIFICATIONS AND EXCLUSIONS ON THE BOTTOM SIDE HEREOF: GENERAL CONDITIONS: 1. Stealth will perform this work as a GC — Contractor. 2. We have included a Part-time Superintendent to supervise all construction activities. 3. We have included liability and Worker's Comp. Insurance. 830 SW 11th TER., BOCA RATON, FLORIDA 33486 STATE OF FLORIDA LICENSE CGC-057774 & CCC -1329019 DIRECT LINE: 954-818-0375 STEALTHmeb(aoemail.com June 22, 2016 Proposal: Bund -Out "YOGAFff 1499 US1 Boynton Beach Owner: Mr. Charles Anzalone, Owner Page 2 of 4 4. All work will be performed by licensed or skilled labor. 5. All work will be performed during normal business hours and is planned and scheduled for a five day work week, if required Saturday work will be performed in order to maintain the Project Schedule. a. The Planned Job Duration is scheduled for (75) seventy-five Days 6. All temporary power and water for the construction will be supplied by Owner/Landlord. 7. Builder Risk Insurance is not included. 8. Minor changes, if approved by the Owner, can be performed by Stealth Construction on a (Time & Material) bases, otherwise a signed Change Order will be required prior to any additional work being started. 9. All Change Orders shall carry a 7% Overhead and 7% Profit expense added to them. 10. We have not included any permitting expenses; this will be the Owner's Responsibility. 11. We have included all required contract drawings, required to obtain a Building Permit from the City of Boynton Beach Building Department. 12. Geotechnical, Soil Engineering report, soil borings, etc., by Owner. 13. Stealth will required a Dumpster location, to be directed by Owner/Landlord during construction. SCOPE OF WORK. "To be in accordance with the Attached Yoeafit Specifications" 1. General Conditions 2. All required demolition work 3. All concrete work. 4. CMU Block Work 5. All reauired Built -In Front Desk 6. Roof Curb & Building Insulation 7. Interior Frames, Doors. Hardware, etc. 1180 SW 10TH ST., BOCA RATON, FLORIDA 33486 STATE OF FLORIDA LICENSE CGC-057774 & CCC -1329019 DIRECT LINE: 954-818-0375 STEALTHmebni4gmail.com June 22, 2016 Proposal: Build -Out "YOGART' 1499 USI Boynton Beach Owner: Mr. Charles Anzalone, Owner Page 3 of 4 8. Interior Metal Framing, 20 ga. Type "X" Fire Rated Drywall 9. Ngw Flooring, Rubber Tile as Receation desk, Carnet. Sheet Vinyl at Breakrooms and Restrooms. i e We have included a $5 .00 aer so t1. as reau red by "Yogant" Snec. we will contact SWAT at 561-226-6026 10. Acoustic Ceiling 2x2 grid Drywall Soffits, etc. 11. Mirror and Glass 12. Exterior Signage "Including Seuarate Permit" 13. Priming Painting and Wallcoyering According to X0011t Scecification 14. Plumbina, ADA Bathrooms, Breakroom Sink/w/Disn Water Heater, Mop Sink, ADA Drinking Fountain. 15. Mechanical, New 5710 RTU on Roof Heat xxchanLer, Spiral Duct -work, Bathroom Exbanst, Relocate Thermostat, Grills. and "Test -&-Balance" System at Comnletion 16. Fire Protect. adiust existing heads, add new as Required Permitting — to be Performed by "Landlord's Contractor" 17. Electrical, New 200 AMP serviceDisconnect, Relocation of Existing Liebts, New Track lighting, Incandescent Down Lighting Fmer Lighting, New 2x4 Liahtine. GFI Dedicated Circuits, Voice/Data Boxes etc., as required by "Yogant" Sttecs. 18. Final Clean -UQ EXCLUSIONS: 1. Permit Cost by Owner 2. Special Inspector, if required — by Owner 3. Survey, if required — by Owner 4. No other work included, other than what is called out above. JOB DURATION: 1. All work will be performed during normal business hours. This job is planned and scheduled for a five day work week and a total Job Duration of seventy-five (75) days. PAYMENT SCHEDULE: 1. Deposit 10% or $9,820.00 2. All work will be billed on US Government Construction Pay Application form 1180 SW 10TH ST., BOCA RATON, FLORIDA 33486 STATE OF FLORIDA LICENSE CGC-057774 & CCC -1329019 DIRECT LINE: 954-818-0375 STEALTHmeb(a)gmail.com June 22, 2016 Proposal: Build -Out "YOGAFIT' 1499 USI Boynton Beach Owner: Mr. Charles Anzalone, Owner Page 4 of 4 G703 & G704 3. Bill as work is completed. AUTHORIZED SIGNATURE i el Ed Be euille, W0774&CCCl 19 S ALTH C NSTRUCNC. ACCEPTANCE OF PROPOSAL — The above quotation and conditions are acceptable and satisfactory. You are here by authorized to perform the work as specified. Payment will be made as outlined. Date � / Executed B Mr. Char es one, Owner 1180 SW 10TH ST., BOCA RATON, FLORIDA 33486 STATE OF FLORIDA LICENSE CGC-057774 & CCC -1329019 DIRECT LINE: 954-818-0375 STEALTHmebni .)gmail.com "WARNING TO OWNER: YOUR FAILURE TO RECORD A NOTICE OF COMMENCEMENT MAY CITY OF BOYNTON BEACH RESULT IN YOUR PAYING TWICE FOR 13UILDING DIVISION (D IMPROVEMENTS TO YOUR PROPERTY. A NOTICE OF COMMENCEMENT MUST BE RECORDED AND POSTED ON THE AIN FINANCJOB ITE NG, G BEFORE CQ SULT WITH YOUR YOUR OR INSPECTION. IF YAN ATTORNEY OU INTEND T BEFORE B RECORDING YOUR NOTICE OF COMMENCEMENT." aa� ,�. I I r a 1116 NOTICEy B? E x M iN ADV -TION TO THE RE01p�WT uEMTS OF THIS KR. THERE MAY BE ADGaT�OM4t GrePa"� Hy. B RkSTRt.TiQVS AVftACA01£ TO TWsS PROPERTY ""I MAY BE FOUND W THE rusm RECORDS OF T44 COUNTY AND THERE MAY BE ADDatr WMA PERTNSTS ROWREO FRcw_ 07t4ER GOVERNMENTAL ENTMES SUCH AS WATER YANAOEYEMT 07STWTS.. STATE [taco laanrd: 3109/17 ACtENC9ES OR FEDERAL LGENZIES _ ParntTypt PIN 204246P 716822 v pefn7RNo. l6DOD0� t.l:?IAL P[aMlT INSPECTIONS ARE REQUIRED: SEE BACK OF PERMIT CARD. FOR REQUIRED I_NSPEC_TION' -_ cv% Rens* Tamen SittWpn Sw Oirifie� aa:oa _ _ La ._ ParrJSookP+ya :4 13 1417 S TEOEaAt Nary ELN Sabo eawnMw* LAS VEMTANAS TRS A.0 (.f 6 O e_. Q�t Mr'y NsfN�fL►TaaePaeDne � fHsm�'A4QzrYft•CM:dTfY�iaiee LA5 ►ENTANAS AT BOVWTDN BEACH N d J ELECTRIC INC 359 CAROLINA AVE 101 PAiAMINO CIRCLE .'klfk PARA FL 32784 BOCA RAIDS FL 31:87 S61 672 7733 P8C EC 23003969 EifMPT Addt�oeraQiyoiaptiof _ _.. ...____ ,. WevarM'A►pYoagtlE�wr , - .. _..... _._.__.�__.._�.._ TENANT BUlL000T 'YOGAFIT' '~ ' STEALTH CONSTRUCT10T1 USA IRC -- GENERAL _.Jrlft l l.i.-All..LLD OUT �a IFN,AN _ I NA B 98.200 COMMERCIAL REMODEL. IMTIEXT yqOr Faaaq—' -- _._._..... r._......_.. -._ ._ _.. ,_HIS PERMIT OTHER FEES: TYPE- OBPR BLDG CODE AOM t fia5 14.59 Ndrtat6Cr ?5. 2CI6 1i:14:OD AM Q TYPE DEPT COMMUH FEiAIRS $UP.0 34 59 Ear11 start appro.cd by John k s TYPE EARty CONSTRUCTION FEE 535.00 Ja00.00 nuar pa11eQ20Il 9:36 -?1 AM D>p TYPE FIRE LS ALARM FEE t pp TTPE FIRE AND LIFE SAiFTY FEE 170.00 K12.00 irtha3_a2017r11r43! 9aAMd 6to25 TTYPE f) E YPE GREEN16UIlDINGLER FfEFEE 50.56 SPECIAL INSPECTOR APPLICATION AF TTPE- PLANNING 1 24NING REVIEW 2? 43 FOR THOMAS J taro>+Et. P £. ON 313 AU7HOR12fD SIGNATURE ` NOTECF: EAtt i42 6353 FOR INSPECTIONS ?A HOURS IN AQYAMCE (6000f Dti*�It gLi're><4 Too P[aawT aAu BEcoa+a NUl l AND YOIO UMa�tla TML N ItR AVT ioAi► _Roo Q aw�+o 4!a?p13im"TY rasa aA'r ....._. _ __... 1,,....._..._ OR treC WORK Aa(►atOAaF1f NAS Mb1 AECEN€D AN AP>MrDYE4!MPFC ww% to COW" Pugh" a 006 so_.. A^r n D` d v w,o a ypr,�r ws^t ry �. tx two�0a0 �"+' 40 1-4 !a We», ra b� brC Ira VW9 c"" M wr Gq d boR*a• Bis:^. Tal a to w of r+o Da^'h rK 0--w W Wet k e•eKs sw ft'Ki+b re .rvam W I ELECTRICAL SYM50LS � p LJT6A11wr YEW► D) ► sslw aurae D P.,•aRa* �Y vw�a..wRrwlewM,a. LOCO TRAOC LIWf FIXTBE WlK FROM CEILM LT -5 AIMN'I , m 14, Or LT -1 LT -1 LT -I �1 OlM• �F+.raaR LT -6 EXPOSE EXISTNG CONCRETE CEILNfa LM Cl- NEW SMOOTN IRUIMUm ORTWALL WWrr BOTTOM , b'-0' AFI'. wNwlas o•wrr w. m �e�w�aKs1ra� v iu MMCw wrr T,F 1Rec Te u +w_a,swna_wmr 60FRT DETAIL EXISTNCT RETAIL SPACE TTIGAL P'RDENT 0W 0 FIXIIAE NO WORK THIS AREA Km n ASox LT -2 6Y @MOOIN FNISIED DRYWALL CEILNO •-',LT-] `-�,LT-] ;'t`'LT-] 1 a�LT-2 ,LT-] ULT-] --.ALT-] -'•` LT -2 ia• io; io; io. OR CEILNG OUTLET Ns1 OQlDLC L►m ES'10SlD PETAL 1'[TAL OUCT E>Q-M EXISTNG GONCINETE CEILNG � * r� o LST—•j] LT-] LT-] ; O ; O ,I � /O/, L C� . TO R"'IAN AL TYPICTYPICAL 1EGE!!ED LWNT FIXIUR LEVEL 9 ALTERATION TO E[ISTM CO? Al. V UILDR I F�,wu AND TRR7 COMPUTER ARCHITECTURAL COM'ERCIAL MKIWOR REMODEL OhLy O O o o O O O ppROOM y« N FM1Mm DRYW4LL CEILIY' *4461 , O' AFF. LNE CP NEBI 8,'1OTH FNS1m ORTWALL /OFR wr1 EXISTNG BREEZWAT teorta'+ MC -0' AFI. I I 6Y @MOOIN FNISIED DRYWALL CEILNO W' -C- AFI. N W REFLECTED C I I AN OrN RG1L6 VM.�� THOMAS J. TWOMEY, P.E. •a Na. 26626 ta1> >w nalu m ,ou vw,m, DEFEO DESIGN GROUP LEVEL 9 ALTERATION TO E[ISTM CO? Al. V UILDR I COMPUTER ARCHITECTURAL COM'ERCIAL MKIWOR REMODEL OhLy DESIGN ORAF-TING YOGAFIT *4461 2500 NE 4TH AVENUE, SUITE D �*TMICTIOKAL LAOYdT�aE J A ' wr1 POMPANO FLORIDA 55064 PRONE B5A SS1-SB�1 6IT UA FEDERAL NWMWAT 1 EOTNTCN EEACN. FLOROA A.jn O+ �1 f nr,{.nmt rrlm.9s1. Af0{YI 53DC C+a.IW PA.rr. MOM 53 st0 30L P1e{N.. PAdW VAIWs r. {e..r t.rr rwnn.ln.wnn e n� �r AUgL WIY f{lEFDEA) PA86u.c AMPi VNYE iql fMFIMAt 110'M'SION 1tEMEi •rmnV tJ rears ,.ter, ��JFL"i���'SC�•:����.- _ _ �rWrrn+lmw..nnr�aee _ ew.r.wrrr Yieerewra AIR GAP FITTING e•a>sr_s:•+•--swur - _ PREVENT CROSS CONNECTION Pv6.Tl:_T.Ja ..n♦ .i. N --r Trrreemn9rnw .N M1V'W.m+wY mY9 al.rMa •,e4p r,mn m mVmm1 n 1m? .m1,Aa..mn4wwm. rrma 71 I ':7 ! _ :. mrmamwrrrmra.a+.nnes. I � % rr� �wAH0Y..lrmte.vlm 1 1 .-- ,.r.AR,�nm IPC Canmrnur/,99] As9mnMrr{C.109nn.4 1p1.T.t Oad4rye AMVA9mE A112.r2. Atl1 d1P In PW,Sirp Sd.).21or�tmn Given {11r1i9r. I Ka 472 F Kd11-2 Hr T R dl* -2 W III a =;Tm" r.rrr r r r..rm rwr r r rrr wr r mer o.Y.. r r DAli�ra��1yreei�irmr rw{.rr�� i1e{f .mr ��renef F4kyrp �m.11{kOcr�fti.kr.rrr �. r wr Fra fmr ✓•Y r M r Y1m1rRiArAem�in~i tem{ x. W Pk N ./r 1114{ �"�iliYrr N k � r r.,my isyA r eib an k.rL s . r r.w r rrw{.4{+ A.r {IPmr w+rrrrinm.rrr rrr rrA y �ww...rr or.� I+rw rrrr.r� r.�rmr.e. Le j�A Ffaq r u Ise 11r1�r o14rn t m. LOOK POK MARK ON PRODUCT ,YK•Ta gVeTum DOHA r s,e,imm,{rr r.r e�rpY fA i SHHOCK ARRESTOR SC Du1 F X01 OE90M YANV. • YOOH RfKAE UHR cb{Qlla � A a" DO {02-A 1-11 'Ir a9Bux DHT {s}9 12-323/r 90101 C1Ei 9S0[ A1.9CIIals APP110Ym ipt 9KTAYA9a1 "Til Iq .cars o0aP 1KBunm faraelt ro AN9/As 100 VT Alli BL0PE OF nweluene alae 9a 0Mr4) lw" HOPE 0r - Mil) 2-1/0 . 194 1/4 3 4 . 1A e s 1mB. 1/1{ TAKE ){l.1 a M Ax"A PuNsm I= 5001 11D1l: {+:.r1{N�0 .110101PPQM010 FOrYr Of C00r1 11iAf1 swfKan a9AKHw II�H■ OIKM HmI1 HKOf A 1QIH01� FIRE PENETRATION NOTES nrl. onAU Aw.a l�.nmmr •1A rrr.0 mfua o.9ml,olr mne mglnr wtal n.{1 n10l.mo�n. AawMelr rmu amHu rlmAe�a9941w.r.�leuHArrrt. .0 �..wr.r+au,+emr err �`�. A�001re 144s iwnl1�i11YLr� nmm� �.s �KeAtr re imlALlAnoa DEFEO DESIGN GROUP COMPUTER ARCHITECTURAL DESIGN DRAFTING 2500 NE 4TH AVV", SUITE 0 POMPANO CM FLOAIDA ]31104 PHONE B5� 00{-H141 Iir.H s Q9M rt0a1 rYIIH ANHI OI0al1 POi M fA]1Ly aaT ws YOI.MI {9!1431 PA1UHa MN r.{Q�HIaOlI. THOMAS J. TWOMEY, P.E. 26i24 e. LEV -1 4LTE TIM TO ®(NTNG Ca"¢ 41- dOLD1 I CQT9EI.GIAL NTEJMQ. F49-10 EL OILY YOGAPIT w Tww INOTIOG]AE *E w SIT US. FIMPAL WX &".Y -, 801 M SFALM, PLCIlDA p.1n 18 h r 'I I� --- ff{{1��� WALL »PIRAL DUCT µh /0 �� Im"t DIFFUSER r) r;rw-- MID c7m STUD 10 IoXiO LCUVIR w , It. WITH BACKDRAFT ^' DA>~PER j EXISTING BREEZWA`r 10"t DFfUSER 3Ni0 CFM CLOS 1 DRAIN TO PLANTER 17" MR041 WALL EXISTING- WALL XISTINGWALL VENA [� I SN$lg H SPIRAL DUCT !I ' DIFRIBER (� �FkfoIL 10"t DHi318Eh 36m GFM —' DIFFUSER 960 CR9 i LOBBY AHU y O'J t'v LMES 74X14 M CHASE ..-.-.,•II RAG i cf .,ERrlr LCC., M FIELD j I TOILE I TOILE g r 'I I� --- ff{{1��� WALL »PIRAL DUCT µh /0 �� Im"t DIFFUSER r) r;rw-- MID c7m STUD 10 IoXiO LCUVIR w , It. WITH BACKDRAFT ^' DA>~PER j EXISTING BREEZWA`r 10"t DFfUSER 3Ni0 CFM CLOS 1 DRAIN TO PLANTER 17" MR041 WALL EXISTING- WALL XISTINGWALL VENA [� TYPICAL INTERIOR WALL V2' nA DTeP DEFEO DESIGN GROUP COMPUTER ARCHITECTURAL DESIGN DRAFTING 2500 NE ATH AANUE. SUITE D POIAPAN PHONEBE�9D54 BBOMDAA 3µ3O64 THOMAS J. TWOMEY, P.E. LEVIEL q ALTeR rm TO 1 t"TRG COM1e lC WLDIII3 lDFFEIlGIAL MMM— IETIODEL ONLT YOGAPIT irroTle,cncwL e�«ciec TR4BIRY LdD vEi Dll IID. FEDEIPAL Mi�i' M, BOYNTOH DEdC,I, ROlDDA ,I.I.Ae.. OF ELEGTRIAL NOTES: � iiA� � �aa�Uea Two. to anrwe NO TIL OMu •�wlwRa�wW w� r R•Rrxnu�T •T•UaNvmo s►� ...mo.'s °"wsa�"'^iuP`�k°°'e'°Pm'°i.xu"""". + �'•a.""'®wx e T r+on uo w.. avwAa 1w.na ELECTRICAL SYMBOLS P.v�wl 6..e.� e 0T ► macaw ovnsr D W of al.ownmRsr.aa aFA R...lar Aw. �O MAR( TIIU E�pRLIYRM1T•U c❑c� tilR�w".u.Nrwln.R �,Ry� M.b TIID TRpRDM M11•Y O rINRnT.I W.T�NL AR+� ExisTTN� METER Rd'1 51 RFAmENTIAL liti WAMM D Amllr�tO LI VISTAIL NpU KAN DISGADMI]lIT RETAIL /6fi/ p�panGt� Seroor and 6RGQR nMTERmAM Dt UN -00 AJtaMSIC Cartrol SwkdT 200A EXISTRG ]^ 6110 EXISTING METER ROOMIIBI° PLAN z Tg EXISTING RETAIL SPACE r I NO WORK THIS AREA L�trN 9 JRVAN ri ., i w i ewwnr_ .Ivrea. ANuwr 1Tw wri t rx b®ur as RMW.M. ..41 M GPO.lY.IlYR r1Aa eWl! rK. pfNl •. MawN ARmN�M�MYi! �r� W. v �wrWR`�ReO.rAMl1R /.v�1Y4uW d�a�� A9aT RRRRYNA vrtl McWLl RMefo W,. In M W9QK-!L-0 TAZLwMi •—aI. a— NOTE: L REPAIR CONCRETE SLAB CUTS WITH MIN. 6" THICK CONCRETE 1'1.3000 pel. (MATCH EXISTING) TERMITE PROTECTION SHALL BE REQUIRED FOR AREAS WHERE T14E EXISTING TREATMENT 16 DISTURBED. FBL 1816.11. 2 PROVIDE PT2X4 BACKING FOR ALL WALL HUNG FIXTURES PER FBC 2318.1.15.1 AND 2511.1.1 TNRU 2519.13 P4^ �> _ m � MY WATER RISER DIACsRAM V Nltll I WATER -ATER 2.1 E.81— MAN E i — PISrORER 1 SANITARY RISER DIAGRAMS FWMARK. EXISYNG $DIA. WATER eERVICE MAN ANO BACK FLOW TO REMAN FC[IID! 1/186 WATER CLOOET-TAM, (2) 4.. DD FW. LAVATORT, (2) 1. 2 1W. eN, (IJ 2 FIl "2 111 AnAIN. (2) e F1 . F TOTAL . 3 FW DEFEO DESIGN GROUP COMPUTER ARCHITECTURAL DESIGN DRAFTING 2500 NE 4TH AVENUE, SUITE D POMPANO BEAON RORIDA 07064 PNDNE: (DSJ) 68F-BN4 NEW Ui f TNG PLAN THOMAS J. TWOMEY, P.E. nl rur �'nwo. v.w w -F! —9 LEVEL 9 ALTERATION TO Ex OTRG COMMERCIAL BIILOIIC -4 COr!lRCIAL NTERIOR N!HI EL CM -Y YOGANT IN6TRlCTIONAL 6) E JeE TRANN& _ LAD VENTAKM DD EI1 UD. FEDERAL MI(l40AT 9, SOTNTON BEAM, R.OMOA PI Or, 2 SPIRAL DUCT HANGING AIC NOTES UNIT SCHEDULE ABBREVIATIONS OUTSIDE AIR WFLISM COIAXill NO UNIT DOWN AIR HANDLER DUAL OWN il1�l NEW HVAG FLAN THOMAS J. TWOMEY, P.E.211*26 (aD fiw/M AOI10� 3MA w uNllsi) DEFEO DESIGN GROUP LEVEL ALTERATION TO I—STR COhME1C WILDN3M m COMPUTER ARCHITECTURAL CpTEI 1^ INTERIOR IRPIODEL ONLT 16'1 DESIGN DRAFTING YOC%o*IT DD 2500 NE NTH AKNUE SUITE D INDTRIOTIQJAL ENERDIbr 1R "W. LAS 'SWAN" MI or I ' PH00NE E(95�� 68 A 3— DA UL.I�ERaL NI(ANNT �. GOYNTON �laC .' DA 0 BOYNTONICRA .".'.:BEACH CRA BOARD MEETING OF: April 11, 2017 X I Consent Agenda I I Old Business I I New Business I I Legal I I Information Only 1 1 CRAAB AGENDA ITEM: VIII.P. SUBJECT: Approval of Seoul Sister Yoga, Inc. d/b/a/ YogaFit for Commercial Rent Reimbursement Grant Program SUMMARY: The Commercial Rent Reimbursement Grant provides eligible new or existing businesses with rent payment assistance for a maximum period of twelve months within the first eighteen months of a multi-year lease. Seoul Sister Yoga, Inc. d/b/a YogaFit is a tenant located in Las Vantanas at 1517 S. Federal Highway, Boynton Beach, FL 33435. Base rent, as specified in the lease, is $2,589. Seoul Sister Yoga, Inc. d/b/a/ YogaFit falls under a Tier II business (as outlined in the grant application). If approved the applicant is entitled to receive reimbursement for half of its monthly rent or maximum of $900 per month for a 12 month period. The maximum total reimbursement for this business is $10,800. The applicant meets the eligibility requirements under program guidelines and will be reimbursed on a quarterly basis with proof of rent payments. FISCAL IMPACT: $10,800 — Project Fund 02-58400-444 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Approve the Commercial Rent Reimbursement Grant not to exceed $10,800 to Seoul Sister Yoga, Inc. d/b/a YogaFit for the property located at 1517 S. Federal Highway, Boynton Beach, FL 33435. �LG� �L---.�_. Michael Simon, Interim Executive Director BOYNTON .ili>r .BEACH CRA. NR ','9 g��Nr October 1, 2016— September 30, 2017 O/V�Eq BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Cy CRS COMMERCIAL RENT REIMBURSEMENT PROGRAM Program Rules & Requirements The Commercial Rent Reimbursement Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Reach Community Redevelopment Agency (the "CRA") district. The program is designed to provide financial assistance to new and existing businesses in the form of rent reimbursement intended to help businesses during the critical first year of operation in order to effectively promote new businesses within the CRA thereby remedying and preventing conditions which lead to slum and blight. ie t�'ro�r�L� The Commercial Rent Reimbursement Program offers financial assistance in the form of quarterly rent reimbursement. The time period of eligibility for assistance is up to six months from the issuance of the City of Boynton Beach Business Tax Receipt. The Commercial Rent Reimbursement Program funding may be budgeted annually by the CRA Board and awarded on a first-come, first -serve basis. All applications are subject to CRA Board approval. Making application to the program is NOT a guarantee of funding. 0 1 z EGi}ctaiEaQJ��l a EMS Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: 1. Must be located within the CRA District (see attacnecl map). 2. Must provide proof that the business is properly licensed by all necessary levels of government and professional associations or agencies. (Copies of City & County licenses or receipts that the licenses have been applied for.) 3. A new business is defined as a company in operation for less than six months or relocating to Boynton Beach_ 4. An existing business is defined as a company that has been in operation within the CIA district for a minimum of two years at the time of application and has at least two years remaining on its existing lease. C. Inplals Page 1 of 11 710 N. Federal Highway Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 5. An existing business must expand to occupy more than fifty percent (50%) of its current square footage size. Verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the CRA Board if the tenant is losing their current space due to redevelopment of the site. 6. The Applicant's Experian consumer report must reflect an acceptable level of financial stability, within the sole discretion of the CRA, as an eligibility requirement for funding. A copy of the consumer report will be provided to the Applicant upon request. Applicants whose Experian credit score is below 601 are not eligible. If a majority of the business owners have credit scores below 601, the business is not eligible. 7. Applicant must have an executed multi-year lease (two year minimum). III. Ineligible Busing sses & Conditions The following businesses are considered ineligible for assistance under the Commercial Rent Reimbursement Program: • Firearm Sales o Convenience Stores o Religious Affiliated Retail Stores F Churches • Non Profits Tattoo Shops/Body Piercing/Body Art Shops C. Financial Services (banking & check cashing stores) Take -Out Foods Adult Entertainment o Liquor Stores Vapor Cigarette, Electronic Cigarette, E Cigarette Stores Kava Tea Bars Pawn Shops Alcohol and/or Drug Rehabilitation Centers/Housing Medical Research Centers/Housing Hair/Nail Salons o Fitness Centers Florists Any use determined by the CRA staff or the CRA Board that would not advance the redevelopment of the CRA district. Subletting of the property by grant recipient is prohibited. Violation will constitute repayment of CRA grant funding. TCA considers the following to be subletting: Any business entity in which the (a) grant secioient is not listed as the reaistared agent_ nwner_ nfficar nr a irat-Mr of Qua recipient and (c) has obtalned a business tax license from the City of Boynton Beach for the grant recipient's leased Rrgfvi�esCrart thereof. CA Initlal Pagc 2 of 11 710 N. Federal Highway Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737 3258 IV. Grant Terms and Conditions This grant is divided into two tiers. Each tier consists of different types of businesses that are eligible and the amount of funding available to the business. Tiec One Business (Full Service Restaurants Only) Tier One Businesses are eligible for up to half (50%) of the business's base monthly rent or $1,250 per month, whichever is less. (Maximum amount of the grant is $15,000.) Only full service restaurants with a minimum total seating capacity of 50 seats are eligible. The restaurant must have hours conducive for the redevelopment of the downtown. Operating hours include but are not limited to 12:00 p.m. — 9:00 p.m. Tice Two B}usltie5sas Tier Two Businesses are eligible for up to half (50%) of the business's base monthly rent or $900 per month, whichever is less. (Maximum amount of the grant is $10,800.) Tier Two Businesses must be one of the following types of businesses: C Restaurants with total seating capacity under 50 Gourmet Food Market < Bakery o Bed and Breakfast Clothing Boutique - clothing, shoes & accessories Home D6cor/Design - home furnishings, art galleries, kitchen wares t Specialty Businesses stationery, gifts, sporting goods Medical Offices • Law Offices • Real Estate Offices • Insurance Offices o Accounting Offices • Marketing Office l-,G'ac° -Corals Applicant must be a. tenant and have a proposed or executed multi-year lease (two year minimum). The commercial lease must define the landlord -tenant relationship and at minimum provide the following information: A description of the space being rented including square footage and a drawing of the space. Description of utilities that are the tenant's responsibility. CA Initials Pagc 3 of 11 710 N. Federal ITighway Boynton Beach, FT. 33435 Phone 561-737-3256 Fax 561-737-3258 \k W N'. Ciltc111>I I Rental rate and deposits along with terms of len'se and methodology for future rent increases. Responsible party for interior and exterior repairs and/or improvements. Insurance requirements. Ability to terminate. Consequences of default on the lease. Rent reimbursements will not be paid until all construction has ended, City and County licenses are obtained and the business in open for operation. The CRA will issue reimbursement on a quarterly basis directly to the applicant for the monthly rent payment made to the Landlord upon receipt and verification that the payment has been cleared by the bank. The responsibility for all rental payments is between the contracted parties to the lease, as such the tenant and the landlord. As grantor, the CRA neither bears nor accepts any responsibility for payment of rent at any time, nor penalties incurred for the late arrival of payments by any party. The Commercial Rent Reimbursement program may only be used one time by any one specific business entity or business owner. The CRA reserves the right to approve or deny any Commercial Rent Reimbursement Program application and to discontinue payments at any time if in its sole and absolute discretion it determines that the business will not advance the goals and objectives established for the economic development of the CRA District. The receipt of past payments is not a guarantee of future payments. V. Procedures for Application and Approval Application Process All applicants are strongly encouraged to meet with CRA staff in order to determine eligibility before submitting an application. Funding requests will not be considered until all required documentation is submitted to the CRA office. Application packets must include the following documentation: 1. A nonrefundable fee of $100.00 is required to obtain a consumer report on the business and principal/owners of the business. Make check payable to: Boynton Beach CRA 2. Completed and signed application. 3. Completed and signed Authorization to Perform Credit Check for the business and each principal/owner of the business (forms attached to the application multiple forms may be needed for principal/owners of the business). C,A initials Pagc 4 of l 1 710 N. Federal Highway Boynton Beucli, FI. 33435 Phone 561-737 3256 Fax 561-737-3259 Rental rate and deposits along with harms of lease and methodology for future rent increases. Responsible party for interior and exterior repairs and/or improvements. Insurance requirements. Ability to terminate. Consequences of default on the lease. Rent reimbursements will not be paid until all construction has ended, City and County licenses are obtained and the business in open for operation. The CRA will issue reimbursement on a quarterly basis directly to the applicant for the monthly rent payment made to the Landlord upon receipt and verification that the payment has been cleared by the bank. The responsibility for all rental payments is between the contracted parties to the lease, as such the tenant and the landlord. As grantor, the CRA neither bears nor accepts any responsibility for payment of rent at any time, nor penalties incurred for the late arrival of payments by any party. The Commercial Rent Reimbursement program may only be used one time by any one specific business entity or business owner. The CRA reserves the right to approve or deny any Commercial Rent Reimbursement Program application and to discontinue payments at any time if in its sole and absolute discretion it determines that the business will not advance the goals and objectives established for the economic development of the CRA District. The receipt of past payments is not a guarantee of future payments. V. Procedures for Application afld Approvai Applicaf,ien Prucoss All applicants are strongly encouraged to meet with CRA staff in order to determine eligibility before submitting an application. Funding requests will not be considered until all required documentation is submitted to the CRA office. Application packets must include the following documentation: 1. A nonrefundable fee of $100.00 is required to obtain a consumer report on the business and principal/owners of the business. Make check payable to: Boynton Beach CRA Completed and signed application. Completed and signed Authorization to Perform Credit Check for the business and each principal/owner of the business (fours attached to the application multiple forms may be needed for principal/owners of the business). CA Initials Page 4 of 11 710 N. Federal Highway Boynton Beuch, Fl. 33435 Phone 561-737-3256 Fax 561-737-3259 'awu cdlchh, Vaoll _C' 111, �� I W9 Form (attached to grant application). Copy of City and County business licenses, if an existing business. 6 Resurne for each principal/owner of the business. Copy of the corporate documents for the applying business entity. Copy of executed or proposed multi-year commercial lease agreement. Two (2) years of corporate tax returns (for existing businesses only). 10. Two (2) years of personal tax returns for the principals/owners of a new business. 11. List of jobs to be created and tilled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions / including job descriptions, pay range and weekly schedule. If an existing business, located within the CRA District, is expanding within the GRA District, It must expand to occupy more than fifty percent (50%) of its current square footage size. Verification of this threshold must be provided. Floor plans outlining square footage of each location are acceptable. Exceptions to this rule may be made at the discretion of the CRA Board if the tenant is losing their current space due to redevelopment of the site. Approval of Funding Request Once eligibility is verified and all required documentation has been submitted, CRA staff will present the funding request to the CRA Board for approval. The CRA Board meets on the second Tuesday of each month. Applicant will be notified of the date and time their application will be presented to the CRA Board. It is recommended that the applicant attend the CRA Board Meeting in order to answer any questions the CRA Board may have regarding their application. CRA Staff will notify the applicant of approval or denial in writing. Proposed leases must be executed within thirty (30) days of CRA Board approval or the grant award is terminated. X91. Procedures for Reimbursement c�aa��erl o Rent Reimbursement Paymenis Rent reimbursement payments will be provided to the grant recipient on a quarterly basis beginning the first month the business is open for operation subsequent to CRA Board approval. A maximum of twelve (12) consecutive monthly rent payments will be reimbursed to the approved applicant. Each report shall be made within ten (10) days of the start of the next applicable quarter beginning on January 1, April 1, July 1 and October 1 following the Initial Reimbursement Request. CA Initials Page 5 of 11 710 N. Fedcral Ilighway Boynton Bach, Fl_ 33435 Phone 561-737-3256 Fax 561-737-3258 aw A L.+tchboynton coni 0 In order to receive quarterly rent rpimhlir:sPmPnt the grant applir qnt m4 1, -;t sl_thmit the. following: 1. Written request for reimbursement 2. Proof of rent payment (i.e., copies of the front & back of cancelled rent checks for that quarter's reimbursement or proof of direct deposit). 9f F-PpHcant elves not submit its quarteray reimbursement request within thirty (30) days Following the encs of the qua�er in which applicant is reguesting reimbursement applicant forfeits that guarter's reirnbursement. s�itc Visits CRA staff will conduct a site visit before reimbursement payments begin in order to verify that the business is in operation. Staff may also conduct unannounced site visits periodically in order to ensure compliance with the terms of the grant agreement. Discontinuation of Payment The receipt of past payments is no guarantee of future payments. The CRA retains the right to discontinue rent reimbursement payments at any time according to its sole and absolute d iscretion. The Boynton Reach CRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be subject to production by the CRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. C'A IniOals Page h of 1 1 710 N. Federal I li&vay Boynton Beach, Fl. 334-15 Phone 561-737 3256 Fax .51i1-737-32.58 APPLICANT INFORMATION (Use Additional Sheets if Necessary) BUSINESS INFORMATION: Business Name (D/B/A if applicable):Seoul Sisters Yoga, Inc. dba YogaFit Current Business Address: 1517 S. Federal Highway Boynton Beach, FL 33435 81-1746743 Phone: 561 600 7822 Website: https:/yogafitstudios.com/studios/boyntonbeach-fl-33435/103328 Existing Business: Yes X No Number of years in existence: April 2017 New Business to Boynton Beach: Yes X No Time at Current Location: April 2017 Do you have an executed lease agreement: Yes No If so, monthly base rent:_, 4004.00 New Business Address (must be within GRA District):______--_- . _ _ Square footage of existing location 1727 Square footage of new location Type (if Btj-Jiwt Wellness, health, fitness instruction Number of Employees:. 12 Hours of Opora ioi i 6a -9p M -F, S,S PRINCIPALIOWNER INFORMATION: (if more than 4 nrincioals/owners additional sheets may be used.) 'I. Principal/tai not Name: Charles Anzalone Date of Birth: 1/5/1961 Current Address: 350 N. federal Highway Boynton Beach, FL 33435 (Casa Costa) ,. canzalon@yahPo.com 917 589 5199 C4A, Initlals Page 7 of 11 710 N. Federal Highway Boynton Beach, FI. 33435 Phone 561-737-3256 Fax 561-737-3258 NNtotntt•hl10vnttc'Ii ,pit Principal/Owner Name: Date of Birth: Current Address: Current Address: 4. Principal/Owner Name.- Date ame:Date of Birth: ia�tf�`11i �`dl(iit';3c- i LANDLORD INFORMATION - Landlord Name: CH Realty Acquisitions VII, LLC i andloid's Mailing Add -: ,• 3819 Nlaple.Ave_L2aUas,.TX 752.19.....-._ I andlord Phone K: Are you applying for grant assistance under any other program offered by the CRA (Tier One Businesses only): Yes __ No_ ., X If yes, what additional programs are you applying for: Are you receiving grant assistance from any other governmental agencies: No_ X_ If yes, list any additional grant sources and amounts: CA initials Page 8 of 11 710 N. T'edcral Ilighway Boynton Beach, Ff. 33435 Phone 561-737-3256 Fax 561-737-3258 %%"'A catelt )oynwn LOM SUBMISSION OF AW APPLICATION IS NOT A GUARANTEE OF f 11mf in, It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Pram's Rules/Requirements and Application. rr iI I/O ner's i atule Date Print A Name: Title Principal/Owner's Signature Date Printed Name Principal/Owner's Signature -- Printed Name Principal/Owner's Signature Printed Name Notary as to Principal/Owner's Signatures. Multiple notary pages may be used if signing individually. STATE OF L (�� C:t.IUN-TY OF - Title Date Date Title BEF=ORE ME, an officer duly authorize ,y I w to .dminist r oaths and take acknowledgements, personally appeared _ ..... who is/are personally known to me or produced_ _ as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposes mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FORE OING, I have se y hand and official seal in the State and County aforesaid on this day of .�� W0 T ARY PUB IC My Commission Expires: 710 N. Federal I li ghwa ET THERESA LF ER®ACK b Y Iv1Y COMMISSION 1 fF 078493 Bopilon Beach, FI. 33435A. -EXPIRES: January 11,2018 Phone 561-737-3256 Fax 561-737-3258BondeC Th u NoUry Pudc UndercrtiPen 2017- Commercial Rent Reimbursement -Seoul Sister Yoga Inc. dba YogaFit SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It Is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. `r(1, I_andlor 's Signak ire [7at _ �-,r�.r %„�j _ t� , c.� t;,_ _._ _�_ 13.'.,.1 Printed Nama Title Landlord's Signature Date Printed Name — � _ �^ Title STATE OF COUNTY of _rn BEFORE ME, an officer duly authorized by law to aOminister oaths and take acknowledgements, personally appeared 01^- wb s/are personally known to me or produced as Identification, and acknowledged/she executed the foregoing Agreement for the use and purposes mentioned in it and that the Instrument Is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand a d official seal ig the State and County aforesaid on this _+.`_'� day of i�!20-1--- INMRY PUBLIC MY—Commission Expires: JUANANAM * My CAit1NIS8N 8 FF 1721311 rya eaa�dlhiu �1Mqmry 20nita8i Page I 1 of 11 710 N. Federal Highway Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 v: l SE 12th,Ave -'84 775 (rice 2016 so so S80,000,000 each year es 2016 S68.A 31.988 568,131 4� E Woolbright RC E woolbrigh t Rd dam' WN`_ THE SH fOPPrS OF LAS VENTAN S �P/'/ THIS LEASE made and effective this 1 day of L e*4 2016 (the 'Effective Date'), by and between LAS VENTANAS AT BOYNTON BEACH, LTD., a F rida limited partnership (hereinafter referred to as "Landlord') and SEOUL SISTERS YOGA, INC., a Florida corporation (hereinafter referred to as "Tenant") INTRODUCTORY PROVISIONS A) Tenant's Name: B) Tenn SEOUL SISTERS YOGA, INC. d/b/a: YOGAFIT Initial Tenn: The Term of this Lease shall commence on the earlier of (a) Tenant's opening for business, or (b) one hundred eighty (180) days following the Delivery Date (the "Commencement Data') and shall expire on the last day of the ninety-sixth (9e) full calendar month following the Rent Commencement Date (hereafter the 'Expiration Date-). Option Tenn: See Extension Option - Addendum to Lease. C) Tenant Space Number Address B-1517 N. Federal Hwy. Boynton Beach, FL 33435 D) Retail Area: The Shoppes at Las Ventanas E) S.F of Premises. Approximately 1,726 Square Feet, as more particularly described in Section 2 of this Lease F) Reny. See Base Rent Schedule - Addendum to Lease. G) Rent Commencement Date. The earlier of (a) Tenant opening for business; or (b) one hundred eighty (180) days following the Delivery Date. H) CAM Commencement Date. Same as 1(G) above 1) Security Deposit/Guarantor. $7,623.18 and Personal Guaranty of Charles Anzalone ('Guarantor) J) Other Sums Payable: Common Area Charges and Tenant's Share of Retail Area Expenses. First Year Common Area Charge: $8,630.00, payable $719.17 monthly (plus sales tax and the prorated amount of such Common Area charge based on the actual number of days in the commencement month if the Rent Commencement Date is not the first day of a calendar month) Commencing on the first anniversary of the Rent Commencement Date (provided such anniversary date falls on the first day of the month, otherwise on the first day of the following month) and each anniversary thereafter, the Tenant's Common Area Charge shall increase by five (5%) percent over the previous year's Common Area Charge. First year Share of Retail Area Expenses: $6,041.00, payable $503.42 monthly (plus sales tax and the prorated amount of such Share of Retail Area Expenses based on the actual number of days in the commencement month of the Rent Commencement Date is not the first day of a calendar month) K) Use Summary Tenant shall use the Demised Premises for the operation of a yoga studio. As part of Tenant Permitted Use, Tenant may sell fitness memberships and offer to its members, personal training services, tanning, therapeutic massage, beverage vending, and sale of supplements Tenant may not use the Premises for any other use or purpose 2. DEMISED PREMISES a. Landlord leases to Tenant and Tenant leases from Landlord that certain premises (the "Demised Premises"), the location of which is depicted on the Site Plan attached hereto as composite Exhibit "A" located within the retail area known as the Shoppes at Las Ventanas (the "Retall Area") The Retail Area is part of a mixed- use development known as Las Ventanes, which is comprised of retail and residential uses, all as shown on Exhibit "A" It is understood that the configuration and dimensions of the Demised Premises, as shown on Exhibit "A", and the square footage thereof may vary with field conditions and measurements and Tenant hereby agrees and stipulates that the stated approximate square footage of the Demised Premises listed in Section 1(E) as the square footage of the Demised Premises for all purposes in this Lease and the Demised Premises shall not be remeasured The boundaries and location of the Demised Premises are cross -hatched on a diagram of the Retail Area depicted on Epoch LV-YogaF t Lease (LL 8-2616) the site plan attached hereto as Exhibit "A". Exhibit "A" sets forth the general layout of the Retail Area and shall not be deemed to be a warranty, representation or agreement on the part of Landlord that said Retail Area will be exactly as indicated on said diagram. Landlord may increase, reduce or change the number, dimensions or locations of the walks, buildings and parking areas as Landlord shall deem proper. Landlord reserves the right to make alterations or additions to, and to build additional stores on, the building in which the Demised Premises are located, and to add buildings adjoining same or elsewhere in the Retail Area. Landlord further reserves the right to acquire additional land within which to expand the Retail Area. b. The use and occupation by Tenant of the Demised Premises shall include the right to the non- exclusive use, in common with others, of automobile parking areas (including designated Retail Area garage parking), utility lines, drainage improvements, retention and detention areas, signs, elevators, stairwells, public areas, driveways, truck and service courts, loading docks, pedestrian sidewalks and ramps, landscaped areas, and other similar facilities located within the Las Ventanes project and designated for common use by Landlord and/or under any Common Area Agreement as such term is herein defined (collectively referred to herein as 'Common Areas'), subject, however, to the terms and conditions of this Lease and to reasonable rules and regulations for the use thereof, as prescribed from time to time by Landlord or in accordance with any Common Area Agreement. Landlord reserves the right to enter Into agreements with the owner(s) or tenant(s) (including Landlord or any affiliate of Landlord) of any other property or improvements adjacent to the Retail Area (including all or portions of the Las Ventanas project, irrespective of whether owned by Landlord or any affiliate of Landlord), which may permit the shared use of, or provide for the shared maintenance of, certain facilities (including the Common Areas) located within or upon all or portions of the Las Ventanas project (such agreement(s) being referred to herein as a 'Common Area Agreemenn. 3. LENGTH OF TERM The Initial Term of this Lease (the 'Term) shall be as set forth in Section 1(B). 4 COMMENCEMENT OF TERM AND POSSESSION a. The Commencement Date shall be the earlier of (i) Tenants opening for business, or (b) the one hundred eightieth (180") day following the Delivery Data. The Delivery Date shall mean the date which is five (5) days after the date upon which Landlord delivers the Premises to Tenant in "AS IS' CONDITION. The Term shall expire on the Expiration Date set forth in Section 1(B). Upon the Commencement Date, Tenant shall execute and deliver to Landlord a written declaration in recordable form stating the Commencement Date and Expiration Date thereof, and certifying that the Lease is in full force and effect and there are no defenses or offsets thereto or stating those claimed by Tenant. b. In the event that Tenant does not open the Demised Premises for the conduct of its business within ninety (90) days after the Commencement Date as provided above, such failure shall be deemed a defeult hereunder and Landlord shall be entitled to all remedies as set forth in Section 26 below.. Tenant agrees to submit to Landlord within thirty (30) days from the execution of this Lease code compliant plans and specifications, prepared by a licensed Florida architect covering all work which Tenant proposes within the Demised Premises (herein referred to as 'Tenant Improvemental to do at Tenants sole cost and expense in the Derrused Premises. Such plans and specifications shall be prepared In such detail as Landlord and any applicable governmental authorities may require and Tenant agrees not to commence Tenant Improvements until Landlord and such governmental authorities have approved such plans and specifications in writing, with such Landlord's approval not to be unreasonably withheld or delayed. Within five (5) days following approval by Landlord, Tenant agrees to submit plans and speclfications to the appropriate governmental authority for the issuance of a building permit In the event Tenant fails to submit such plans and specifications to Landlord as aforesaid, such failure shall be deemed a default hereunder and Landlord shall be entitled to all remedies as set forth in Section 26 below. C. Tenant accepts the Demised Premises in its present 'AS -IS" condition, with no obligation of Landlord to make any improvements to the Demised Premises. By accepting the Demised Premises, or by installing furfures, facilities or equipment or performing finishing work and Tenant Improvements, Tenant shall be deemed to have accepted the Demised Premises and to have acknowledged that the Demised Premises are in the condition required by this Lease d. Tenant Improvements shall be performed by a licensed and insured contractor approved by Landlord in its reasonable discretion. Tenant shall procure all permits, Licenses and other authorizations required for the lawful and proper undertaking of Tenant Improvements. Tenant shall assume full responsibility for compliance with any laws, codes or regulations, including associated costs for same, in connection with Tenant Improvements The following items must be submitted to Landlord's representative prior to cortvnencernant of Tenant Improvements: i. final and complete set of Landlord -approved constriction documents that will be used for obtaining a building permit and for constriction purposes; a copy of the building permit iii, a copy of a Certificate of Insurance from Tenants general oontractor naming time Landlord and property manager as additional insureds; and iv, a list of all subcontraeOors from Tenants general contractor who will be providing materials and/or services to Demised Premises. e. Prior to coarrmencerment of construction, Tenant must either procure a construction dumpster for the disposal of all construction materials or, at the direction of Landlord, utilize only those dumpsters as designated by Landlord for the disposal of construction debris The Retail Area dumpster may not used for this purpose. f. Tenant shall keep the Demised Premises and the improvements thereon at all times during the term hereof free of construction liens and other liens of like nature and at all times shall fully protect and hold Landlord harmless against all such liens or claims and against all attorney's fees and other costs and expenses arising out of or as a result of any such lien or claim. Under Florida Section 713.10, Florida Statutes, the interests of Landlord in the Demised Premises, the Retail Area or the improvements thereon, shall not be subject to liens for any improvements made by or on behalf of the Tenant and no one acing by, through or under time Tenant may file any lien against the Epoch LV-YogaFit Lease (LL 6-26-16) 2 Demised Premises or the Retail Area. All parties with whom Tenant may deal are put on notice that Tenant has no power to subject Landlord's interest to any mechanics' or materialmen's lien of any kind or character, and all such persons so dealing with Tenant must look solely to the credit of Tenant, and not to Landlord's said interest or assets Tenant shall provide written notice to each contractor, subcontractor, materialman, mechanic and laborer performing work in the Demised Premises of the foregoing. A copy of such notice shall be sent to Landlord. Landlord may record a memorandum of this Lease in the public records. In the event a lien is filed against Landlord's interest in the Demised Premises, Landlord, at its option, may pay all or any part of such lien or claim, and any such payments. together with interest thereon at the rate of 18% per annum from the time of such payment by Landlord until repayment by Tenant, shall be paid by Tenant as Additional Rent upon demand, and If not so paid, shall continue to bear interest at the aforesaid rate until paid in full USE OF PREMISES; OPENING COVENANT AND COVENANT OF CONTINUOUS OPERATION a Tenant shall use the Demised Premises solely for the purpose set forth in Section 1(IQ, and shall not use or permit the use of the Demised Premises for any other business or purpose. In no event shall the Demised Premises be used in violation of the exclusive use restrictions or use prohibitions contained in Exhibit "C" attached hereto. Landlord represents and warrants to Tenant that Exhibit "C" contains all of the exclusive use restrictions and use prohibitions that are applicable to the Demised Premises on the Effective Date. Tenant shall operate its business within the Demised Premises in a first-class, dignified and reputable manner, in conformity with the highest standards of practice prevailing in such field of business and among merchants engaged in the same or similar business. Tenant shall light its signs and display windows during the minimum hours of operation as otherwise designated by Landlord from time to time. b. Tenant shall not do or suffer to be done, arty act, matter or thing objectionable to the fire insurance companies whereby the fire insurance or any other insurance now in force or hereafter to be placed on the Demised Premises or any part thereof, or on the building of which the Demised Premises may be a part, shall become void or suspended, or whereby the same shall be rated as a more hazardous risk than existed on the date of this Lease. In case of a breach of this covenant, in addition to all other remedies of Landlord hereunder, Tenant agrees to pay to Landlord as Additional Rent any and all increases in insurance premiums maintained by Landlord on the Demised Premises, or any part thereof, or on the building of which the Demised Premises may be a part, caused in any way by the occupancy of Tenant. C. Tenant shall open the Demised Premises on or before the Commencement Date and continuously during the full term of this Lease and every extension thereof keep the entire Demised Premises occupied and open for business during the minimum hours established by Landlord, plus any additional hours for the Retail Area as set by the Landlord from time to time. d. In the event that the Demised Premises shall, at any time during the Term of this Lease be closed for business to customers (except for periods of damage, dest action, force majeure or remodeling) for any period of ten (10) consecutive days or more, then, at any time thereafter Landlord may, at its election terminate this Lease by giving Tenant notice thereof and the Term of this Lease shall terminate on the thirtieth (30�) day after the giving of such notice by Landlord. 6. RENTAL a. BASE RENTAL: Tenant covenants and agrees to pay Landlord base rent ("Base Rent") as set forth in Section 1(F) (together with Sales Tax (as hereafter defined) thereon), payable in equal monthly installments without notice, deduction or set -offs, on the first day of each calendar month during the term hereof. Such Base Rent shall commence on the Rent Commencement Date of this Lease as defined in Section 1(G) (the "Rent Commencement Date"). Tenant shall be responsible to pay all Sales Tax in conjunction with the payment of any Base Rent and Additional Rent "Sales Tax' means all Florida state, county, and/or municipal sales, use, or similar taxes, and surcharges and all other local option surtaxes and/or surcharges assessed upon or in relation to Base Rent, Additional Rent and all other sums of money or considerations due and payable to Landlord by Tenant or any other person who Is occupying, using, or entitled to use the Demised Premises at the tax rates in effect from time to time during the Lease Term together with interest and penalties thereon, if any. The first rental payment amount hereunder shall include, in addition to one full month's advance rent, a prorated amount applicable to the period from the Rent Commencement Date to the first day of the following month, if the Rent Commencement Date is other than the first day of the month. The Base Rent under this Section shall be adjusted annually pursuant Section 1(F) of the Lease. b. TIME AND PLACE OF PAYMENT: Tenant shall promptly pay all Rent and other charges due hereunder and render all statements herein prescribed at the office of the Landlord or Landlord's agent, Las Ventanas Accounting c/o Epoch Management, 359 Carolina Avenue, Winter Park, Florida 32789, or to such other person or corporation, or at such other place as shall be designated by Landlord in writing, on or before the designated due date. if Landlord shall pay any monies or incur any expenses in correction of any violation of any covenant of Tenant herein set forth, the amounts so paid or incurred shall, at Landlord's option and on notice to Tenant, be considered Additional Rent (as such term is hereinafter defined) payable by Tenant with the first installment of Rent thereafter to become due and payable and may be collected or enforced as by law provided in respect of rentals. In the event any monthly Rent payment is not paid within three (3) days after it is due, Tenant agrees to pay a late charge of tan percent (10%) of the amount of the payment due. Tenant further agrees that the late charge imposed is fair and reasonable, complies with all laws, regulations and statues, and constitutes an agreement between Landlord and Tenant as to the estimated compensation for costs and administrative expenses incurred by Landlord due to the late payment of Rent by Tenant Tenant further agrees that the late charge assessed pursuant to this Lease is not interest, and the late charge assessed does not constitute a lender or borrower/creditor relationship between Landlord and Tenant, and may be treated by Landlord as Additional Rent owed by Tenant SECURITY DEPOSIT a. Simultaneously with the execution of this Lease, the Tenant shall deposit with the Landlord the Security Deposit as set forth in Section 1(1) to be held as collateral security for the payment of any rentals and other sums of money payable by Tenant under this Lease, and for the faithful performance of all other covenants and agreements of Tenant hereunder. To the extent not applied by Landlord towards the cure of any Tenant defaults under the Lease, the amount of said deposit, without interest, shall be repaid to Tenant within thirty (30) days after Epoch LV-YogaFd Lease (LL 8-26-16) the termination of this Lease and any renewal thereof. Upon any default by Tenant hereunder all or part of said deposit may, at Landlord's sole option, be applied on account of such default, and thereafter Tenant shall within five (5) business days restore the resulting deficiency in said deposit. Should Landlord retain said deposit on account of default, the deposit shall in no way be construed as liquidated damages, and Landlord reserves its right to seek any additional damages sustained from default by Tenant. b. Landlord may deliver the funds deposited hereunder by Tenant to the purchaser of Landlord's interest in the Demised Premises in the event that such interest be sold and thereupon Landlord shall be discharged from any further liability with respect to such deposit, and this provision shall also apply to any subsequent transfers. C. In addition to the Security Deposit set forth above, Tenant shall cause the Personal Guaranty attached hereto as Exhibit "D" to be executed, guarantying the payment and performance of Tenant's obligations under this Lease pursuant to the terms and conditions set forth in the Personal Guaranty. Notwithstanding anything contained in this Lease to the contrary, this Lease shall not be binding on Landlord until the Personal Guaranty is delivered to Landlord fully executed by Guarantor(s). TENANrs PROPORTIONATE SHARE For purposes of this Lease, Tenant's Proportionate Share shall be determined by dividing the gross floor area of the Demised Premises by the gross leasable ground floor area of all of the buildings owned by Landlord in the Retail Area, as the same may be increased or decreased from time to time. COMMON AREA AND FACILITIES a. All Common Areas, as defined in Section 2(b), shall at all times be subject to the exclusive control and management of Landlord or as otherwise provided in a Common Area Agreement, and Landlord (or any other owner of all or portions of the Las Ventanas project) shall have the right from time to time to change the area, level, location and arrangement of such Common Areas to restrict parking by tenants and their employees to employee parking areas, and to make rules and regulations pertaining to and necessary for the proper operation and maintenance of the Common Areas. Landlord shall also have the right from time to time to establish, change, alter, amend, and enforce against Tenant and other users of the Common Areas such reasonable rules and regulations (including the right to restrict the areas within which Tenant's employees may park) as in its reasonable opinion are necessary or advisable for the proper and efficient operation and maintenance of the Common Areas and enter into Common Area Agreements (including Declarations of Covenants and Restrictions) which shall allocate responsibility for maintenance of the Common Areas to third -parties (including property owner's associations) which may or may not be affiliated with Landlord. The rules and regulations may include, without limitation, the hours during which the Common Areas shall be open for use. b. In addition to the Base Rent set forth in Section 6a above, Tenant will pay to Landlord as Additional Rent hereunder Tenant's Common Area Charge and Tenants Proportionate Share of all Retail Area Expenses as defined in Section 9c below, together with Sales Tax thereon. Tenants Common Area Charge/Proportionate Share of Retail Area Expenses: (i) During the Term and any extended term of this Lease, Tenant shall pay to Landlord without demand, offset or deduction, in advance on the first day of each month, a sum equal to one -twelfth (1/12) of the Tenants annual Common Area Charge, which payment represents Tenants share of Landlord's cost (or contribution) to operate, manage, maintain, replace and repair the Common Areas, including dumpster service. The Common Area Charge from the Rent Commencement Date through the end of the first lease year shall be the annual charge as set forth in Section 1(J) of this Lease. Beginning on the first anniversary of the Rent Commencement Date, and on each subsequent anniversary of the Rent Commencement Date thereafter, Tenant's Common Area Charge shall be increased over that amount due for the preceding lease year by five percent (5%). Tenant acknowledges and agrees that Tenants Common Area Charge is an agreed-upon amount, adjusted annualy by fired percentage and not subject to actual costs; it is non -contestable, not subject to review and subject only to the adjustment as set forth in this Section. Tenant shall have no fight to audit Landlord's books and records. (ii) During the Term and any extended term of this Lease, Tenant shall pay to Landlord without demand, offset or deduction, in advance, on the first day of each rnonth, one -twelfth (1/12) of Tenant's Proportionate Share of Retail Area Expenses (as described below) based upon the percentage specified in Section 1(J). Tenant's Proportionate Share of Retail Area Expenses from the Rent Commencement Date through the end of the first lease year shall be the annual charge as set forth in Section 1(J) of this Lease. Thereafter, Tenant's Proportionate Share of Retail Area Expenses shall increase in proportion to increases in Landlord's Retail Area Expenses. Notification to Tenant of increases in Tenant's Proportionate Share of Retail Area Expenses shall include verification copies of invoices evidencing such increases. If, at any time, the amount of Retail Area Expense payable during the then -current lease year shall not have been determined by the Landlord, then the amount payable by Tenant shall be the same monthly amount paid by Tenant for the immediately preceding lease year. When the amount of such Retail Area Expense for the then current lease year shall be determined by Landlord, Tenant shall pay to Landlord such cumulative adjustment upon presentation of a statement therefor by Landlord. Retail Area Expenses shall mean those Las Ventanas project expenses allocated to the Retail Area by Landlord or pursuant to any Common Area Agreement, and shall include, but shall not necessarily be limited to Taxes and Insurance (as herein defined), Common Area utility charges, and the cost of services (if any) used to protect the Retail Area from damage to property, vandalism, theft or injuries to persons (Tenant acknowledges that as of the date of this Lease, no such services exist), and Tenant expressly acknowledges that if Landlord, from time to time, elects to provide such services, Landlord shall not be deemed to have warranted the efficiency of any personnel, services, procedures or equipment, and Landlord shall not be liable in any manner for the actions, inactions or failure of any such personnel.. services, procedures or equipment to prevent or control loss or damage to property or injury or loss of life, or responsible to apprehend anyone suspected of personal injury or property damage in, on, or around the Retail Area), (iii) Notwithstanding anything contained in this Lease to the contrary, Tenant acknowledges and agrees that it is intended that this Lease be a completely net lease for Landlord, that Landlord shall not be responsible during the Term or any extended term for the payment of any costs, charges, expenses and outlays of any nature whatsoever arising from or relating to the Premises, Tenant's use of the Premises, or the Common Area. Epoch LV-YogaFit Lease (LL 8-26-16) d. Notwithstanding anything contained in this Section 9 or elsewhere in this Lease to the contrary, Landlord may, upon thirty (30) days notice to Tenant, convert the method by which it is reimbursed for its costs to operate, manage, maintain, replace and repair the Common Areas in accordance with the following: Tenant shall pay Landlord, as Additional Rent, its Proportionate Share of Landlord's annual actual 'Operating Costs' (as herein defined), in equal monthly installments on or before the first day of each calendar month in an amount estimated by Landlord, without demand, offset or deduction, together with Sales Tax thereon. Such amount shall be estimated by Landlord in accordance with a budget delivered to Tenant with Landlord's notice of its election to convert to the aforesaid formula. If there shall be any increase or decrease in the Operating Costs for any year, whether during or after such year, Landlord shall furnish to Tenant a revised budget, and the estimated Operating Costs payments by Tenant shall be adjusted and paid or credited, as the case may be. Within one -hundred twenty (120) days of the end of such twelve (12) month period, Landlord will furnish to Tenant a statement showing in reasonable detail the amount of Landlord's actual Operating Costs for the preceding period. Tenant shall either receive a credit or be assessed an additional sum based upon the difference between Tenant's Proportionate Share of Landlord's actual Operating Costs and the estimated payment received by Landlord from Tenant during said year. Any additional sum owed by Tenant to Landlord shall be paid within ten (10) business days of receipt of the assessment, and any refund owed by Landlord to Tenant shall be credited towards Tenant's next month's rental payment. Landlord's failure or delay in providing such statement within such 120 day period shall in no way excuse Tenant from its obligation to pay its Proportionate Share of Common Area Operating Costs in accordance with this Section 9d. For purposes hereof, "Operating Costs" shall mean all costs and expenses incurred by Landlord in managing, operating, maintaining, insuring, repairing and securing the Common Areas, as allocated to the Retail Area by Landlord or pursuant to any Common Area Agreement 10. PUBLIC UTILITIES In addition to all rentals herein specified, Tenant shall pay for all utilities, in connection with the Demised Premises, and all sewer charges, as and when the charges therefore shall become due and payable. Furthermore, it shall be expressly understood that Landlord shall be responsible for paying only those utility and traffic impact fees attributable to use of the Demised Premises as a standard dry retail use (as opposed to a restaurant, laundry, hair salon or other use which consumes excess water) imposed in connection with the initial development of the Retail Area. If Tenant's use of the Demised Premises or any improvements thereto require the payment of additional utility or traffic impact fees, Tenant is solely responsible for such additional fees. Tenant shall reimburse Landlord, on a monthly basis, within fifteen (15) days following the date of Landlord's invoice, for the following: (1) the cost of water consumed within the Demised Premises; and (ii) Tenant's prorate share of the additional cost of dumpster service over that already included in the Common Area Charge, as allocated by Landlord based upon the number of tenants utilizing the dumpster and taking into consideration the amount of trash generated by such tenants. Landlord will make the allocations of dumpster service in good faith. If provision is made by the Landlord for trash removal by a contractor, the Tenant agrees to use said contractor for its trash removal and to pay when due (either directly to such contractor or indirectly through the Landlord) all charges at the rate established therefor from time to time, The Landlord reserves the right to charge the Tenant for the cost of any extraordinary trash or garbage removal required by the Tenant, including such removal as may be required in connection with the commencement or termination of Tenant's business in the Demised Premises. Tenant's electric service shall be separately metered and paid directly by Tenant to the utility providing such service. In the event Tenant's use of the Demised Premises requires electrical capacity in excess of that existing in the Demised Premises on the Effective Date, Tenant shall be responsible for any costs incurred by Landlord to upgrade the electrical service for the Building to accommodate Tenant's excessive electrical consumption. 11 TAXES As used herein, the term "Taxes" shall mean and include all real estate taxes, any other taxes, assessments, special assessment or district taxes or assessments, license and permit fees, municipal service fees, charges for any easement maintained for the benefit of the Demised Premises be levied, assessed, or imposed in connection with the use, occupancy or possession of, or become due and payable out of, or for, the entire Retail Area or any part thereof, and any land, buildings or other improvements therein, including interest on installment payments and all costs and fees (including reasonable attorneys' fees) incurred by Landlord in contesting Taxes, assessments and/or negotiating with public authorities with respect to the same. Landlord shall pay or cause to be paid (subject to the provisions regarding contributions by Tenant herein set forth) all Taxes which may be levied, assessed or imposed by the lawful tax authorities against the land, buildings or other improvements in the entire Retail Area. The official tax bill or bills, as the case may be, issued by such lawful taxing authorities shall be conclusive evidence as to the amount of any such tax (or installment thereof) levied, assessed or imposed upon the Retail Area On or before the first day of each month during the Term of this Lease, as the same may be renewed or extended, Tenant shall pay to Landlord, as Additional Rent and as part of Tenant's Proportionate Share of Retail Area Expenses, 1/12 of its Proportionate Share of all Taxes levied, assessed or imposed upon the Retail Area during each tax year. If the Retail Area is not separately taxed from other portions of the Las Ventanas project, Tenant agrees to accept the allocation of such taxes to the Retail Area as determined by Landlord in its reasonable discretion. If on the first day of the month in question the amount of any Tax payable during the then current tax year shall not have been determined by the taxing authorities, then the amount payable by Tenant shall be based on a good faith estimate by Landlord. Tenant shall have no obligation to pay any portion of Taxes over and above the amount of Taxes 0 paid utilizing the earliest discount applicable and shall have no obligation to pay any penalties relating to Landlord's failure to pay the Taxes 12. INSURANCE The Landlord will pay in the first instance all premiums for fire, flood, windstorms, terrorism, extended coverage, liability casualty insurance upon the Retail Area, cost of workmen's compensation and other insurance carried on or with respect to the Common Areas (collectively 'Insurance'); provided, however, the foregoing is not a representation as to the type, amount or limits of coverage which Landlord shall maintain with respect to the Retail Area. Tenant shall pay Tenant's Proportionate Share of such Insurance premiums, together with any insurance deductibles paid or incurred by Landlord as a result of an insurable event, as part of Tenant's Proportionate Share of Epoch LV-YogaFit Lease (LL 8-26-16) 5 Retail Area Expenses set forth in Section 9 above. If Landlord elects to insure the entire Las Ventanas project under a single policy or policies of insurance, Tenant agrees to accept Landlord's allocation of the cost of such policy(s) to the Retail Area. 13. ADDITIONAL RENT For the purpose of this Lease, Tenants Common Area Charge, and Proportionate Share of Retail Area Expenses and any other monetary obligations due under the Lease, shall sometimes be collectively referred to as "Additional Rent". The Base Rent and Additional Rent shall herein sometimes be collectively referred to as the "Rent". 14. REPAIRS Landlord will keep the foundation, exterior walls and roof of the Demised Premises (excepting any work done by Tenant and excepting any plate glass, which are the responsibility of the Tenant) in proper watertight condition and repair, provided that in each case Tenant shall have given Landlord prior written notice of the necessity of such repairs. The cost of such repairs performed by Landlord shall be included in the Tenant's Proportionate Share of Common Area Charges set forth in Section 9c of this Lease. Tenant will keep the interior of the Demised Premises, together with all fixtures and all electrical, plumbing, heating, air conditioning and other mechanical equipment whether located within or on the roof of the Demised Premises, all doors, and all plate glass and door and window glass, in good order and proper repair (including replacement of such items) at its own expense, using materials and labor of kind and quality equal to the original work, and will surrender the Demised Premises at the expiration or earlier termination of this Lease in as good condition as when received, excepting only deterioration caused by ordinary wear and tear and damage by fire or other casualty of the kind insured against in standard policies of fire insurance with extended coverage. Tenant shall be responsible for protecting the Demised Premises from all weather related events, including hurricanes, and shall be responsible for the installation of hurricane protection over the plate glass and doors. The installation of any weather protection, such as hurricane shutters, shall be performed in accordance with Section 15. Except as herein provided, Landlord shall have no obligation to repair, maintain, replace, alter or modify the Demised Premises or any part thereof, or any plumbing, heating, electrical, air conditioning or other mechanical installation whether located within or on the roof of the Demised Premises. Under no circumstances shall Landlord be obligated to repair, replace or maintain any plate glass or door or window glass. In furtherance of Tenant's obligation to maintain, repair and replace heating, air conditioning and other mechanical equipment in or serving the Demised Premises, Tenant agrees to obtain and keep in full force during the term of the Lease, or any renewal thereof, a maintenance, repair and service contract on such equipment with a contractor satisfactory and approved by Landlord and to provide Landlord with a copy of same. In the event Tenant fails to do so, Landlord, at its discretion, may enter into a contract for the performance of maintenance, repair and service on the HVAC system serving Tenant's Premises, the expenses of which shall be paid by Tenant as Additional Rent. Except as specifically set forth in the Addendum to Lease, Tenant, its agents, employees, or contractors shall not enter onto the roof of the Building without the express prior consent of Landlord or its Building Manager Landlord specifically reserves the right to require Landlord's roofing contractor to perform any work required to be performed by Tenant with respect to any equipment on the roof of the Building or, with respect to the maintenance, repair or replacement of any HVAC equipment located on the roof of the Building. Landlord reserves the right to have an agent of its roofing contractor present during the performance of such work so that Landlord's roof warranty is in no way deemed invalid or void. Tenant shall cause its HVAC contract to include the foregoing requirement. 15. TENANT'S RIGHT TO MAKE ALTERATIONS Tenant covenants and agrees that it will not apply for any permits, or make any afterations, improvements or additions to the Demised Premises, including storefronts, during the term of this Lease or any extension thereof without first obtaining the written consent of the Landlord which as to non-structural alterations and improvements, or alterations and improvements which do not affect the mechanical, electrical, life safety, plumbing or other building systems, shall not to be unreasonably withheld or delayed. Tenant will not cut or drill into, or secure any fixture, apparatus or equipment of any kind to any part of the Demised Premises without first obtaining the written consent of the Landlord. Landlord reserves the right to impose any reasonable rules and regulations it deems necessary upon Tenant with respect to the performance of any alterations to the Demised Premises. All alterations, improvements and additions made by Tenant as aforesaid shall remain upon the Demised Premises at the expiration or earlier termination of this Lease and shall become the property of Landlord, unless Landlord shall, prior to the termination of this Lease, have given written notice to Tenant to remove same, in which event, Tenant shall remove such alterations improvements and additions and restore the Demised Premises to the same good order and condition in which it was at the commencement of this Lease. Should Tenant fail to do so, Landlord may do so, collecting, at Landlord's option, the cost and expense thereof from the Tenant as Additional Rent. 16, COVENANTS OF TENANT a. Tenant covenants and agrees that it will perform all agreements herein expressed on its part to be performed, and that it will promptly, upon receipt of written notice of non-performance thereof, except for non- payment of Rent more than twice in any calendar year for which no subsequent notice is required, comply with the requirements of such notice within ten (10) days. Landlord shall have the right but not the obligation, upon ten (10) days prior written notice to Tenant (or without notice in case of emergency or in order to avoid any fine, penalty, or cost which may otherwise be imposed or incurred), to make any payment or perform any act required of Tenant under any provision in this Lease, and in exercising such right, to incur necessary and incidental costs and expenses, including reasonable attorney's fees. All payments made, and all costs and expenses incurred in connection with Landlord's exercise of the rights set forth herein, shall be reimbursed by Tenant within ten (10) days after receipt of a bill setting forth the amounts so expended, together with a service charge of fifteen (15%) percent of such amounts expended, as Additional Rent. b. Tenant shall comply with any and all requirements of any public authorities, state or federal statutes, local laws, ordinances, or regulations and any matters of record including, but not limited to all maintenance, operation and/or operation easement agreements affecting the Demised Premises, Common Areas or the Retail Area, applicable to Tenant or to the Demised Premises, and Tenant agrees to indemnify and hold Landlord harmless from penalties, fines, costs, expenses or damages resulting from Tenant's failure to do so. Landlord shall comply with any and all requirements of any public authorities, state or federal statutes, local laws, ordinances, or regulations Epoch LV-YogaFit Lease (LL 8-26-16) 6 and any matters of record including, but not limited to all maintenance, operation and/or operation easement agreements affecting the Common Areas. C. Tenant shall comply with all reasonable rules and regulations of Landlord in effect at the time of the execution of this Lease or at any time or times, and from time to time promulgated by Landlord, as Landlord in its reasonable discretion shall deem necessary in connection with the Demised Premises, the Retail Area or the building of which the Demised Premises are a part. A copy of the Rules and Regulations are attached hereto as Exhibit "F". d Tenant shall be responsible for and pay before delinquency all municipal, county or state taxes assessed during the term of this Lease against any leasehold interest or personal property of any kind, owned by or placed in, upon or about the Demised Premises by Tenant. 17 SIGNS Tenant will not exhibit inscribe, paint or affix any sign, (neon or otherwise), advertisement, film, window tinting or graphics, notice or other lettering on any part of the outside of the Demised Premises or in the windows of the Demised Premises, or on the building of which the Demised Premises are a part, or inside the Demised Premises if visible from the outside, without first obtaining Landlord's written approval thereof, not to be unreasonably withheld or delayed. Tenant shall comply with Landlord's Uniform Sign Plan attached hereto as Exhibtt "E", as may be amended from time to time, with respect to any signage installed within the Demised Premises or upon the Retail Area. Tenant further agrees to maintain such sign, lettering, etc., as may be approved by Landlord in good condition and repair at all times. Tenant, upon expiration or termination of this Lease, shall remove all signs installed from the demised Premises, including all outside signage 18 RIGHTS OF LANDLORD Landlord reserves the following rights with respect to the Demised Premises: a. Upon at least twenty-four (24) hours prior notice to Tenant (except in the event of an emergency when no prior notice is required), by itself or its duly authorized agents, to go upon and inspect the Demised Premises and every part thereof and at its option to make repairs, alterations and additions to the Demised Premises or the building of which the Demised Premises are a part. b. To display a "For Rent' sign after notice from either party of intention to terminate this Lease, or at any time within six (6) months prior to the expiration of this Lease. All of such signs shall be placed upon such part of the Demised Premises as Landlord shall require, except on display windows or door leading into the Demised Premises. Prospective purchasers or tenants authorized by Landlord may inspect the Demised Premises at reasonable hours at any time C. To collect all rents, as well as any Additional Rent and any other charges due Landlord by Tenant, from any receiver, debtor in possession, or trustees which may be appointed for the account of Tenant. d Tenant agrees that Landlord shall have the right to relocate the Tenant to a different location within the Retail Area provided that: Landlord gives Tenant sixty (60) days prior written notice; ii Base Rent and those components of Additional Rent which are based on square footage shall be adjusted to reflect the square footage of the relocation premises, provided, however, in no event shall (A) the relocation premises be less than 1,700 square feet, and (B) Tenant be required to pay Rent on more than 1,726 square feet, even if the relocation premises is larger than 1,726 square feet. iii. Landlord shall provide improvements within the relocation premises substantially the same as the Demised Premises, iv Landlord reimburses Tenant for the reasonable and actual expenses associated with the relocation upon Landlord's receipt of invoices evidencing the same, v The terms and conditions of this Lease shall remain unchanged unless otherwise agreed by the parties, and Vi, Landlord shall use its best efforts to minimize and/or avoid any disruption and/or suspension of Tenant's operations during the relocation. e. To redevelop the Retail Area either in whole or the majority of the land or buildings comprising the Retail Area, and If so, Landlord may terminate this Lease on a date certain provided that Landlord gives Tenant no less than twelve (12) months prior written notice of the termination of this Lease 19. DAMAGE TO PREMISES If, during the Term hereof, the Demised Premises are damaged by reason of fire or other casualty, Tenant shall give immediate written notice thereof to Landlord. Subject to the prior rights of any mortgagee, Landlord shall restore the Demised Premises to substantially the same condition they were in immediately before said destruction. If, in Landlord's reasonable opinion, the restoration can be accomplished within one hundred eighty (180) days following issuance of a building permit for reconstruction (of which Landlord shall use diligent efforts to obtain), such destruction shall not terminate this Lease, and this Lease shall continue in full force and effect. If, in Landlord's reasonable opinion, (i) the restoration cannot be performed within such 180 -day period or (ii) such damage is not covered by insurance carried by Landlord or if Landlord's mortgagee does not make sufficient insurance proceeds available for full and complete restoration, Landlord may terminate this Lease upon ten (10) days written notice to Tenant. Rent shall be abated during the period in which the Demised Premises (or portion thereof on a prorated basis) are rendered untenantable as a result of such damage. Should Landlord elect to terminate this Lease, the entire insurance proceeds shall be and remain the outright property of Landlord, subject to the prior rights of any Epoch W-YogaFit Lease (LL 8-26-16) mortgagee and except any proceeds received from Tenant's insurance for Tenant's property, or proceeds received from Tenant's business interruption insurance, if any. In the event that 50% of more of the gross leasable area of the Retail Area has been damaged or destroyed by fire or other casualty regardless of the extent of damage or destruction of the Demised Premises, Landlord shall have the right to terminate this Lease provided that notice thereof is given to Tenant not later than ninety (90) days after such damage or destruction. 20. INDEMNIFICATION, PUBLIC LIABILITY INSURANCE OTHER INSURANCE e. Indemnification. i. Tenant shall indemnify and save harmless Landlord and Landlord's managing agent from and against all claims of whatever nature arising from any act, omission or negligence of Tenant, or Tenant's contractors, licensees, invitees, agents, servants, or employees, or arising from any accident, injury, or damage whatsoever caused to any person, or to the property of any person, or from any violation of applicable law. This indemnity and hold harmless agreement shall include indemnity against all costs, expenses and liabilities incurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof and shall survive the expiration or earlier termination of this Lease. b. Insurance. Throughout the Lease Term, Tenant shall, at its sole cost and expense, maintain in full force and effect the following types and amounts of insurance coverage: i. Liability Insurance. Tenant shall provide and keep in full force and effect a policy or policies of business automobile liability insurance for owned, hired and non -owned vehicles, in an amount of not less than $1,000,000.00, and commercial general liability (including contractual) and property damage insurance with each providing coverage against liability for personal injury, death and property damage having a combined single limit of not less than One Million Dollars ($1,000,000.00) with respect to Injuries, deaths or damage in any one occurrence, $2,000,000.00 general aggregate and $2,000,000.00 completed operations aggregate, combined with umbrella/excess liability coverage of $5,000,000.00 each occurrence/aggregate- Said insurance, and any and all other liability insurance maintained by Tenant in excess of or in addition to that required hereunder, shall include, without limitation, protection for, and, in addition to Tenant, shall name as an additional insured, any property owner's association of which Landlord gives notice to Tenant, Landlord, its managing agent, and any lender or ground landlord hereafter holding any Interest in Retail Area, the effect of which will insure such parties in respect of any and all loss or liability resulting from personal injury, death or property damage arising or occurring upon, or in connection with, or by reason of the use and occupancy of the Demised Premises or the operation of the business conducted by Tenant within and from the Demised Premises. Landlord reserves the right to specify higher liability limits or additional insurance coverage from time to time to meet reasonably anticipated loss exposure, or to reflect changes in the value of the Demised Premises. ii. Workers' Compensation Insurance. Tenant shall provide and keep in full force and effect workers' compensation insurance, in a form and with coverage limits not less than as prescribed by the laws of the State of Florida, and employers' liability insurance in the minimum amount required by law. iii. Property Damage Insurance. Tenant shall provide and keep in full force and effect a policy of 'All Risk" Insurance (as understood in the insurance industry) including fire and extended coverage insurance in an amount adequate to cover the replacement cost of Tenant's Work and all other interior improvements made by Tenant in the Demised Premises and Tenant's trade fixtures, inventory and other contents located in the Demised Premises from time to time covering loss occasioned by fire, vandalism, malicious mischief, sprinkler leakage and other hazards and/or casualties including special extended coverage and said insurance shall include coverage against water damage to the contents of the Demised Premises and personal property of Tenant including all of Tenant's personal property whether affixed or non -affixed to the Demised Premises. iv. Business Interruption Insurance. Tenant shall provide, keep and maintain business interruption insurance in amounts sufficient to prevent Tenant from becoming a coinsurer thereof, and insuring that the Rent will be paid to Landlord for a period of at least one (1) year following any fire or other casualty, the elements, civil commotion or riot, or any other cause, whether insured or uninsured. Such business interruption insurance shall contain standard fire and extended coverage insurance with vandalism and malicious mischief endorsements. V. Plate Glass Insurance. Tenant shall keep and maintain in force during the Term hereof, plate glass insurance (or as may be covered under Tenant's Property Damage Insurance policy) upon windows and doors in the Premises in amounts which reasonably assure that there will be sufficient proceeds to replace all plate glass in the windows and doors in the Premises. vi. Other Insurance. Such other insurance and in such amounts as may be required by Landlord against other insurable hazards (including environmental hazards) as at the time are commonly insured against by prudent owners of comparable business operations. All insurance policies required to be carried by Tenant as provided in this Section 20 shall be issued by fiscally responsible insurance companies (having a Best Rating of not less than A+VIII) authorized and licensed to do business in the State of Florida and shall be for periods of not less than one year. Tenant shall renew the same at least thirty (30) days prior to the expiration thereof. All such policies shall include the insurer's unconditional agreement to provide not less than thirty (30) days' written notice to Landlord prior to any cancellation thereof or any change reducing coverage thereunder. 21. WAIVER OF CLAIMS Tenant waives all claims it may have against Landlord for damage to property sustained by Tenant or resulting from any accident within the Retail Area, resulting directly or indirectly from any act or omission of Landlord or resulting from any peril required to be insured against under this Lease, regardless of cause or origin. All property belonging to Tenant that is in the Demised Premises will be there at the risk of Tenant only, and Landlord will not be liable for damage to or theft of or misappropriation of such property, nor for any damage to property resulting from Epoch LV-YogaFlt Lease (LL &-26-16) any causes whatsoever. Tenant will give prompt written notice to Landlord in the manner provided in this Lease in case of fire or accidents in the Demised Premises or in the Retail Area. Tenant agrees to include in the insurance policies which Tenant is required by this Lease to carry in accordance with Section 20 above, to the fullest extent permitted by law, a waiver of subrogation against Landlord and Landlord's managing agent. Landlord will not be required to maintain Insurance against thefts within the Demised Premises or the Retail Area 22. TRADE FIXTURES All trade fixtures installed by Tenant in the Demised Premises shall remain the property of Tenant and shall be removable at the expiration or earlier termination of this Lease or any renewal or extension thereof, provided Tenant shall not at such time be in default under any covenant or agreement contained in this Lease; and provided further that in the event of such removal, Tenant shall promptly restore the Demised Premises to their original order and condition. Lighting fixtures, flooring, plumbing fixtures and air conditioning equipment, whether or not installed by Tenant, shall not be removable at the expiration or earlier termination of this Lease or at the expiration of any renewal or extension thereof, and shall become the property of Landlord The foregoing provisions are subject to that certain Addendum to Lease No. 2 attached hereto. 23 ASSIGNING, MORTGAGING, SUBLETTING e. Tenant agrees not to assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the whole or any part of the Demised Premises, or permit the use of the whole or any part of the Demised Premises by any licensee, franchisee or concessionaire, without first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld. Landlord's consent to any such assignment, sublease or use will not be deemed a consent to any subsequent assignment, sublease or use. Tenant agrees that, in the event of any such assignment, subletting, licensing or granting of a concession made with the written consent of Landlord as aforesaid, it will nevertheless remain liable for the performance of all of the terms, conditions and covenants of this Lease. If Tenant is a corporation, and if control thereof changes (defined as 51% or more of the stock or assets of Tenant) at any time during the Term hereof, Landlord, at its option, may, by giving sixty (60) days prior written notice to Tenant, declare such change a breach of this Lease. If Tenant requests Landlord's consent to any assignment or sublease, Tenant shall pay to Landlord, on demand, an administrative fee of $1,000.00 and will reimburse Landlord for all of Landlord's reasonable attorneys' fees and costs associated with Landlord's consent. Any transfer by Tenant in violation of this article shall, at Landlord's option, be void b. Notwithstanding the foregoing, Tenant shall have the right to assign or sublet the Lease to (i) a subsidiary, parent or affiliate under common control with Tenant, or (ii) bona fide franchisee of YogaFit Franchising, LLC, provided, however, neither Tenant nor any guarantor shall be relieved of their responsibilities and obligations under the Lease and Guaranty. All other assignments or subleases shall be subject to Landlord's reasonable consent. 24. SUBORDINATION a. Tenant does hereby subordinate its rights hereunder to the lien of any mortgage, ground lease, or any other method of financing or refinancing now or hereafter placed against the land and/or the Demised Premises and/or any or all of the buildings now or hereafter built or to be built in the Retail Area by Landlord. Tenant further agrees that it shall attom to any such lender (or purchaser at foreclosure) or ground lessor upon such lender's or ground lessor's succession (or the succession of any purchaser at the sale of all or any part of the Retail Area on a foreclosure or deed in lieu of foreclosure) to Landlord's interest hereunder, whether by means of foreclosure, deed in lieu of foreclosure or otherwise. This Section shall be self -operative and no further instrument of subordination or attomment shall be required. Tenant further agrees, however, that it will enter into and execute all documents whi& any mortgagee or any ground lessor may reasonably request Tenant to enter into and execute, including, but not limited to, a subordination, and attomment agreement, and/or a new lease for the remainder of the Term hereof on the terms and conditions set forth herein. b. If Landlord's Mortgagee shall succeed to the interest of Landlord under this Lease, Landlord's Mortgagee shall not be: (1) liable for any act or omission of any prior lessor (including Landlord); (2) bound by any Rent or Additional Rent or advance rent which Tenant might have paid for more than the current month to any prior lessor (including Landlord), and all such rent shall remain due and owing, notwithstanding such advance payment, (3) bound by any security or advance rental deposit made by Tenant which is not delivered or paid over to Landlord's Mortgagee and with respect to which Tenant shall look solely to Landlord for refund or reimbursement; (4) bound by any termination, amendment or modification of this Lease made without Landlord's Mortgagee's consent and written approval, except for those terminations, amendments and modifications permitted to be made by Landlord without Landlord's Mortgagee's consent pursuant to the terms of the ban documents between Landlord and Landlord's Mortgagee; (5) subject to the defenses which Tenant might have against any prior lessor (including Landlord); and (6) subject to the offsets which Tenant might have against any prior lessor (including Landlord). Landlord's Mortgagee shall have no liability or responsibility under or pursuant to the terms of this Lease or otherwise after it ceases to own an interest in the Retail Area. 25. EVENTS OF DEFAULT The occurrence of any of the following shall constitute an event of default hereunder by Tenant ('Event of Defaulf): a. Failure of Tenant to pay when due any installment of Rent or any other sum herein required to be paid by Tenant within three (3) days of after written notice and demand (except that no prior notice and demand is required more than two (2) times in any calendar year b. Tenant's failure to perform any covenants or conditions of this Lease within ten (10) days after written notice and demand. C, Discontinuance by Tenant of the conduct of its business in the Demised Premises beyond the ten (10) consecutive day period referenced in Section 5d above or abandonment of the Demised Premises by Tenant; Epoch LV-YogaFd Lease (LL 8-26-16) 9 d. The filing of any Petition for Bankruptcy under the United States Bankruptcy Code or the filing of an Assignment for Benefits of Credits under Chapter 727, Florida Statutes, by Tenant or any Guarantor; e. The death, disability or incapacity of any Guarantor, provided, however, in the event Tenant is current on Rent and other sums herein required to be paid by Tenant, and is not in default of any other of its obligations under this Lease, Tenant shall have one hundred and eighty (180) days to find a Guarantor acceptable to Landlord in Landlord's sole discretion prior to such default 26. RIGHTS OF LANDLORD UPON DEFAULT BY TENANT a. In the event Tenant is in default under this Lease as provided in Section 25 above, Landlord may elect, in addition to any and all remedies provided by Florida Law, any or all of the following remedies, which are cumulative: 1. Termination of Lease. By written notice to Tenant, designate a date upon which the Lease shall terminate ('Termination Dattel, and thereupon, on the Termination Date, this Lease and all rights of Tenant hereunder shall terminate. Such termination by Landlord shall not affect the obligations of Tenant arising under the Lease prior to the Termination Date or the other remedies of Landlord provided in this Lease. ii. Termination of Tenant's Possession. Landlord may elect to terminate Tenant's possessory rights, without terminating the Lease, and upon such election, Tenant and any sub -tenants, licensees or assignees of Tenant) shall surrender the Demised Premises to Landlord, and Landlord, at any time after such termination, may, without further notice, re-enter and repossess the Demised Premises without being liable for any prosecution or damages therefore, and no person claiming through or under Tenant or by virtue of any statute or of any order of any court shall be entitled to possession of the Demised Premises. At any time or from time to time after any such termination of Tenant's possession, Landlord may, but shall have no duty to, attempt to relet the Demised Premises or any part thereof, in the name of Landlord or otherwise, for such tern or terms and on such conditions as Landlord, in its sole discretion, may determine, and may collect and receive the rents therefore. The termination of Tenant's possession of the Demised Premises shall not relieve Tenant of its liability and obligations under this Lease, including the obligation to pay Rent, and such liability and obligations shall survive any such termination. Any Rent or other monetary obligation of Tenant that has been abated, deferred or forgiven by Landlord in this Lease or any amendment thereto, and the unamortized cost of all Tenant Improvements provided or paid for by Landlord (f any), shall immediately become due and payable upon the occurrence of an Event of Default by Tenant under this Lease. If Landlord, at its option shall relet the Demised Premises during said period, Landlord shall credit Tenant with the net rents received by Landlord from such reletting, such net rents to be determined by first deducting from the gross rents, as and when received by Landlord, the expenses incurred or paid by Landlord in terminating this Lease and in securing possession thereof, as well as the expenses of reletting, including, without limitation, the alteration and preparation of the Demised Premises for replacement tenants, brokers' commissions, any tenant concession or improvement allowance provided for any replacement tenants, attorneys' fees and all other expenses property chargeable against the Demised Premises and the rental therefrom. Tenant shall have no entitlement to any rents received by Landlord from a third party which is in excess of Tenant's remaining Rent obligation to Landlord. b. Landlord may, whether this Lease or Tenants possession of the Demised Premises is terminated or not, recover damages from the Tenant in accordance with either of the following provisions. i. Acceleration. The present value of the entire amount of the Rent, inclusive of Base Rent and Additional Rent, which would become due and payable during the remainder of the Term of this Lease Such present value shall be determined utilizing a discount rate of eight percent (8%); or ii. Sums equal to the Rent which would have been payable by Tenant in accordance with the Lease, payable upon the due dates as set forth in the Lease, through the Expiration Date of this Lease. C. Tenant waives any right of redemption to which It is otherwise entitled. Tenant further agrees not to interpose any counterclaim whatsoever in any action brought by Landlord which seeks possession of the Demised Premises. Tenant hereby waives any right to trial by iury in any action or proceeding brought by either Landlord or Tenant in any respect whatsoever arising out of this Lease or in any way connected with the parties' Landlord/Tenant relationship and/or Tenant's use and occupancy of the Demised Premises. d. If Landlord terminated this Lease or Tenant's right to possession, Landlord shall use reasonable efforts to mitigate Landlord's damages to the extent required by applicable law. If Landlord has not terminated this Lease or Tenant's right to possession, Landlord shall have no obligation to mitigate under any circumstances and may permit the Premises to remain vacant or abandoned. If Landlord is required to mitigate damages: (i) Landlord shall be required only to use reasonable efforts to mitigate, which shall not exceed such efforts as Landlord generally uses to lease other properties owned by Landlord in the greater Boynton Beach, Florida geographic area, (ii) Landlord will not be obligated to lease the Premises (w) for less then fair market value or for a term of less than three (3) years, (x) for a use which would violate any then -existing use restrictions applicable to the Premises, or (y) to tenants which do not have the financial capacity to meet all of their financial obligations as such obligations become due, and (iii) any failure to mitigate as described herein with respect to any period of time shall only reduce the Rent and other amounts to which Landlord is entitled hereunder by the reasonable rental value of the Premises during such period. In recognition that the value of the Premises depends on the rental rates and term of lease therein, Landlord's rejection of a prospective replacement tenant based on an offer of rentals below Landlord's published rates for new leases of comparable space at the Retail Area at the time in question, or at Landlord's option, below the rates provided in this Lease, or containing terms less favorable than those contained herein, shall not give rise to a claim by Tenant that Landlord failed to mitigate Landlord's damages. 27. LANDLORD'S LIEN Landlord agrees to subordinate its statutory Landlords Lien to any third party institutional lender where the proceeds of the loan shall be utilized by the Tenant in its purchase of furniture, fixtures and Epoch LV-YogaFft Lease (LL 8-2616) 10 equipment for the Premises, subject to execution of a customary lien subordination agreement by Tenant, Tenant's lender and Landlord. 28 WAIVER The waiver of performance of any covenant, tern or condition of the Lease by Landlord or Tenant shall not be construed as a waiver if any subsequent breach of the same covenant term or condition. The various rights, options, elections, powers and remedies of the parties contained in the Lease shall be construed as cumulative and no one of them exclusive of any other or of any legal or equitable remedy which either party might otherwise have in the event of a breach by the other, and the exercise of one right or remedy by a party shall not in any way impair its rights to any other right or remedy. 29, SURRENDER AND HOLDING OVER Tenant, upon expiration or termination of this Lease, either by lapse of time or otherwise, agrees peaceably to surrender to Landlord the Demised Premises in "broom clean" condition and in good repair. Should Tenant hold over and remain in possession of the Demised Premises at the expiration of any Term hereby created, Tenant shall, by virtue of this Section, become a tenant -at -sufferance and shall pay Landlord 150% the Rent per month of the last monthly installment of Rent above provided to be paid. Nothing herein shall be deemed to permit Tenant to retain possession of the Demised Premises after the expiration of or earlier termination of this Lease. Tenant will pay to Landlord, upon request, all damages that Landlord may suffer on account of Tenant's failure to surrender possession of the Demised Premises as required under this Lease upon the expiration or termination of this Lease and will indemnity Landlord against all liabilities, costs and expenses (including all reasonable attorneys' fees and costs) arising out of Tenant's delay in so delivering possession, including claims of any succeeding tenant. 30. ADDITIONAL CONSTRUCTION Landlord hereby reserves the right at any time and from time to time to make alterations or additions to, and to build additional stories on, the building in which the Demised Premises are contained. Landlord also reserves the right to constrict other or to add to other buildings or improvements in the Retail Area, and to permit others to do so from time to time. The foregoing shall include Landlord's right to acquire additional lend within which to expand the Retail Area. 31. CONDEMNATION Tenant hereby waives any loss or damage to Tenant or right to claim any part of the award as the result of the exercise of the power of eminent domain of any governmental body 32. NOTICES Wherever in this Lease it shall be required or permitted that notice or demand be given or served by either party to this Lease to or on the other, such notice or demand shall not be deemed to have been duly given or served unless in writing and either personally delivered, via overnight mail delivery or forwarded by certified mail, postage prepaid, addressed: TO LANDLORD AT: Las Ventanas Accounting Go Epoch Management 359 Carolina Avenue Winter Park, FL 32789 TO TENANT AT: See Section 1(C) With a copy to: Scott A. Cookson, Esq. Shuffield, Lowman & Wilson, P.A. 1000 Legion Plaoe, Suite 1700 Orlando, FL 32801 Such addresses may be changed from time to time by either party serving notices as above provided 33. SUCCESSORS AND ASSIGNS All rights, obligations and liabilities herein given to or imposed upon the respective parties hereto shall extend to and bind the several and respective heirs, executors, administrators, trustees, receivers, successors, subtenants and assigns of said parties, subject to the provisions of Section 23; and if there shall be more than one Tenant, they shall all be bound jointly and severally by the terms, covenants and agreements herein and the word "Tenant" shall be deemed and taken to mean each and every person or party mentioned as a Tenant herein, be the same one or more; and if there shall be more than one Tenant, any notice required or permitted by the terms of this Lease may be given by or to any one thereof, and shall have the same force and effect as if given by or to all thereof No rights, however, shall inure to the benefit of any assignee of Tenant unless the assignment to such assignee has been approved by Landlord in writing as aforesaid. 34. QUIET ENJOYMENT Upon payment by Tenant of the rents herein provided, and upon the observance of all the covenants, terms and conditions on Tenant's part to be observed and performed, Tenant shall peaceably and quietly hold and enjoy the Demised Premises for the Term or any renewal terms hereof without hindrance or interruption by Landlord or any other person or persons lawfully or equitably claiming by, through or under the Landlord, subject, nevertheless, to the terms and conditions of this Lease. 35 BROKERS Landlord and Tenant covenant, warrant and represent that CBRE, Inc and Investment Management Associates (hereinafter 'Brokers') were instrumental in bringing about or consummating this Lease. Further, neither Epoch LV-Yogafh Lease (LL 8-26-16) 11 Landlord nor Tenant has had any conversations or negotiations with any broker except the Brokers concerning the leasing of the Demised Premises. Both parties agree to indemnity the other against and from any claims for any brokerage commissions (except those payable to Brokers) and all costs, expenses and liabilities in connection therewith, including, without limitation, reasonable attorneys' fees and expenses, for any breach of the foregoing representation. Landlord shall pay all brokerage commissions due Brokers in accordance with a separate agreement between Landlord and Brokers. 36. EXCULPATION Tenant agrees that it shall look solely to the estate and property of the Landlord in the land and building comprising the Retail Area of which the Demised Premises are a part for the collection of any judgment (or any other judicial process) requiring the payment of money by Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed and performed by Landlord and no other property or estates of Landlord shall be subject to levy, execution or other enforcement procedures for the satisfaction of Tenant's remedies. 37 CAPTIONS Any headings preceding the text of the several paragraphs and subparagraphs hereof are inserted solely for the convenience of reference and shall not constitute a part of this Lease, nor shall they affect its meaning, construction or effect. 38 INTENTIONALLY OMITTED 39. FORCE MAJEURE If the performance by either of the parties of its obligations under this Lease (excluding monetary obligations) is delayed or prevented in whole or in part by any law, rule, regulation, order or other action adopted or taken by any federal, state or local governmental authority (and not attributable to an act or omission of said party), or by any Acts of God, fire or other casualty, floods, storms, hurricanes, explosions, accidents, epidemics, war, civil disorders, strikes or other labor difficulties, shortages or failure of supply of materials, labor, fuel, power, equipment, supplies or transportation, or by any other cause not reasonably within said party's control, whether or not specifically mentioned herein, said party shall not be deemed to be in default hereunder with respect thereto unless such party fails to promptly remedy such lack of performance immediately following the end of such event of force majeure. 40. TIME IS OF THE ESSENCE Time is of the essence in the performance of each provision of this Lease Agreement. 41. CAPACITY TO EXECUTE LEASE If Tenant is other than a natural person, Tenant represents that it is legally constituted, in good standing and authorized to conduct business in the State of Florida. Tenant further represents that the person who is executing this Lease on its behalf has the full power and authority to perform such execution and deliver the Lease to Landlord. 42. CHOICE OF LAW This Lease Agreement shall be construed in accordance with the laws of the State of Florida, as may be amended from time to time. Venue for any action between the parties shall only be in the county in which the Retail Area is located or Palm Beach County, Florida. 43 RADON GAS Tenant is hereby advised that radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida Additional information regarding radon and radon testing may be obtained from your county public health unit. The foregoing disclosure is provided to comply with state law and is for informational purposes only. Landlord has not conducted radon testing with respect to the Building and specifically disclaims any and all representations and warranties as to the absence of radon gas or radon producing conditions in connection with the Building and the Demised Premises. 44, LANDLORD'S ACCEPTANCE The submission of the Lease to Tenant by Landlord is done solely for Tenant's consideration and shall not be deemed acceptance of the Lease terms by Landlord. Upon signing of the Lease by Tenant and submission to Landlord, this Lease shall be considered an offer only and shall have no binding effect, nor shall Landlord's depositing of Tenant's security deposit be considered acceptance of this Lease. Only upon full agreement by both parties of all terms, proper execution of this Lease by Tenant and Landlord, delivery of the (i) fully executed Personal Guaranty in the form attached hereto as Exhibit "D", and (ii) Tenant's Security Deposit clearing the bank and the return to Tenant of an executed original Lease, shall this Lease be considered binding 45. SUPPLEMENTAL CODE COMPLIANCE PROVISION Notwithstanding anything contained in this Lease to the contrary, Landlord shall not be obligated to comply with any codes or other legal requirements currently in effect or hereafter promulgated by the governing authorities if Landlord would not otherwise be required to comply as a result of the existence of Demised Premises prior to the effective date of such code or legal requirement (i.e. 'grandfathered'. Furthermore, Landlord may withhold its consent to, or prohibit Tenant from making any alterations if such alterations would cause Landlord to lose such .grandfathered" exemption from code or other legal requirements or, if the loss of such exemption would cause Landlord to incur costs in excess of $500.00. 46. ENVIRONMENTAL Epoch LV-YogaFA Lease (LL 8-26-16) 12 Tenant shall not cause or permit any Hazardous Substance to be used, stored, generated, or disposed of on, in or about the Demised Premises except in accordance with applicable legal requirements, without obtaining Landlord's prior written consent, which consent may be withheld in Landlord's sole discretion. Tenant shall indemnify and hold harmless Landlord from any claim or loss arising from a breach of this Section. Without limitation, of the foregoing, if Tenant causes the presence of any Hazardous Substance on, in or about the Demised Premises, except in accordance with applicable legal requirements or with Landlord's consent that results in contamination, Tenant, at its sole expense and with Landlord's prior written approval of any remedial action, shall promptly take any and all necessary actions to return the Demised Premises or the Common Area, as the case may be, to the same condition that existed prior to the presence of any such Hazardous Substance on, in or about the Demised Premises. Landlord represents and warrants to Tenant that to Landlord's knowledge the Demised Premises, as of the date of execution of this Lease, is free from any Hazardous Substance- Landlord shall not cause or permit any Hazardous Substance to be used, stored, generated, or disposed of on, in or about the Common Areas except in accordance with applicable legal requirements. 47. ESTOPPEL CERTIFICATES Tenant agrees, at any time and from time to time as requested by Landlord, to execute and deliver to Landlord a statement (commonly referred to as an Estoppel Certificate) certifying that this Lease in unmodified and in full force and effect (or if there have been modifications, that the same are in full force and effect as modified and stating the modifications). Tenant also shall include in any and such statements such other information concerning this Lease as Landlord, it mortgagae(s) or purchaser may request In the event Tenant fails to comply with this Section, such failure shall constitute a material breach of the Lease. In addition to any other remedy available to Landlord, Landlord may execute said document for and on behalf of Tenant as Tenant's attomey-in-fact. In acknowledgment thereof, Tenant hereby appoints Landlord as it s attomey-in-fact solely to execute any instrument required to carry out the intent of this Paragraph 47. 48. FINANCIAL STATEMENTS Prior to the Commencement Date, and thereafter throughout the term of this Lease, Tenant and Guarantors shall provide Landlord, within ten (10) days of Landlord's request therefore, the most current and complete financial statement of Tenant and Guarantors, including, but not limited to, its balance street and profit and loss statement, and a statement of gross sales from the Demised Premises certified by an officer of Tenant. 49. ENTIRE AGREEMENT This Lease constitutes the entire understanding between the parties and shall bind the parties, their successors and assigns. No representations, except as herein expressly set forth, have been made by either party to the other. All negotiations and oral agreements acceptable to both parties are included herein; and unless reduced to writing in this Lease, no oral representations will be held to be true or accurate, and may not be relied upon by Tenant for any reason. This Lease cannot be amended or modified except in writing, signed by Landlord and Tenant 50. ERISA Tenant hereby represents and warrants to Landlord that (I) Tenant is not a "party in interest" (within the meaning of Section 3(14) of the Employee Retirement Income Security Act of 1974, as amended) or a 'disqualified person" (within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended) with respect to any retirement or pension plan of The Prudential Insurance Company of Americe, and (i) no portion of or interest in the Lease will be treated as a "plan asset" within the meaning of Regulation 29 CFR Section 2510.3-101 issued by the Department of Labor. 51. PATRIOT ACT Tenant hereby represents and warrants that neither Tenant, nor any persons or entities holding any legal or beneficial interest whatsoever in Tenant, are (i) the target of any sanctions program that is established by Executive Order of the President or published by the Office of Foreign Assets Control, U.S. Department of the Treasury ("OFAC'); (ii) designated by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App. § 5, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56, Executive Order 13224 (September 23, 2001) or any Executive Order of the President issued pursuant to such statutes; or (iii) named on the following list that is published by OFAC: "List of Specially Designated Nationals and Blocked Persons' (collectively 'Prohibited Persons'). If the foregoing representation is untrue at any time during the Lease Term (or any extensions thereof), a default under the Lease will be deemed to have occurred, without the necessity of notice to Tenant To the best of Tenant's knowledge, Tenant is not currently engaged in any transactions or dealings, or otherwise associated with any Prohibited Persons in connection with the use or occupancy of the Demised Premises or Retail Area. Tenant will not during the Term of this Lease, engage in any transactions or dealings, or otherwise be associated with any Prohibited Persons in connection with the use or occupancy of the Demised Premises or Retail Area. [Signatures Appear on Following Page) Epoch LV-YogaFit Lease (LL 8-2616) 13 IN WITNESS WHEREOF, Landlord and Tenant have executed hereinbelow. Signed, sealed and delivered in the presence of: TENANT SEOUL SISTERS YOGA, INC., a Florida corporation, d/b/a YOGAFIT By: Title: Date: �. �, 2w /6 LANDLORD LAS VENTANAS AT BOYNTON BEACH, LTD., a Florida limited partnership By: EPI -Boynton Equity, Inc., a Florida corporation, its General Partner Printed Name By: fMcCarley Davis, Vice President Tinted C1 me Date: GC Epoch LV-YogaFit Lease (LL 8-19-16) Epoch W-YogaFit Lease (LL 8-2616) 14 TABLE OF EXHIBITS Rider #1 Addendum to Lease Exhibit A Site Plan Exhibit B Intentionally Omitted Exhibit C Use Restrictions Exhibit D Personal Guaranty Exhibit E Uniform Sign Plan Exhibit F Rules and Regulations Addendum to Lease No. 2 TABLE OF EXHIBITS RIDER NO. 1 ADDENDUM TO LEASE This Addendum is incorporated into and becomes an integral part of that certain Lease Agreement between Landlord and Tenant, which is being executed contemporaneously. Any provision set forth in this Addendum shall prevail over conflicting provisions contained in the Lease. Year Base Rent P. .F. Monthly Rent Annual Base Rent 1 $ 18.00 $2,589.00 $ 31 068.00 2 $ 18.00 $ 2,589.00 $ 31 068.00 3 $ 18.54 $ 2,666.67 $ 32 000.04 4 $ 19.10 $2,746.67 $ 32 960.04 5 $ 19.67 $ 2,829.07 $ 33,948.84 6 $ 20.26 $ 2,913.94 $ 34,967.31 7 $ 20.87 $ 3,091.40 $ 36,016.33 8 $ 21.50 $ 3,092.41 $ 37,109.00 ABATED RENT: Provided Tenant is not in default and has complied with all terms and conditions of this Lease, beginning on the Rent Commencement Date, the first four (4) months of Base Rent shall be abated. Beginning on the fifth (5"') month following the Rent Commencement Date, Tenant shall resume paying full Base Rent. During this four-month period, Tenant shall pay all other charges due (Common Area Charges, Retail Area Expenses, insurance, real estate taxes, etc.). The entire Base Rent otherwise due and payable for this four months in which Base Rent was abated, shall become Immediately due and payable upon the occurrence of an event of default by Tenant under this Lease which remains uncured beyond any applicable notice and cure period. EXCLUSIVE: Provided Tenant is not then in default beyond any applicable cure period, Landlord agrees that it will not enter into any other lease in the Retail Area, which lease shall permit, as a principal business, the operation of a yoga or pilates studio or center. This Exclusive shall not apply to any existing tenants or their successors or assigns. Tenant acknowledges and agrees that the exclusive use right is only for the operation of a yoga or pilates studio and center, and that other tenants may offer some of the same services and products as Tenant, including personal training, massage, tanning and the sale of supplements This exclusive shall become null and void if: (a) Tenant defaults under this Lease for any reason, and such default continues beyond any applicable notice and cure period; (b) Tenant assigns its rights under this Lease in whole or in part or sublets any portion of the Demised Premises other than to a franchisee of YogaFit Franchising, LLC; (c) The Tenant or the entity signing the Lease changes, through sale, transfer of stock or any legal proceedings and the new Tenant is not a ; a franchisee of YogaFit Franchising, LLC or (d) The Demised Premises are no longer being used primarily for the principal use for which this exclusive was granted. In the event Tenant reasonably and in good faith believes that there has been a material and substantial violation of this provision, it shall immediately notify the Landlord in writing stating with specificity the nature of the violation of this provision ('Tenant Violation Notice'). Within thirty (30) days from its receipt of the Tenant Violation Notice, Landlord shall, at its sole expense, take commercially reasonable actions (which for purposes hereof shall not require Landlord to file a lawsuit) to seek the termination of the activities which materially and substantially violate this provision. If Landlord fails to secure the termination of the activities which violate this provision within ninety (90) days from its receipt of the Tenant Violation Notice, Tenant's Base Rent shall be reduced by fifty percent (50%) ('ParUal Rent Abatement") while such condition materially and substantially continues to exist, but in no event longer then six (6) months from the date the Partial Rent Abatement commences ('Partial Rent Abatement Period'). In addition to the Partial Rent Abatement during the Partial Rent Abatement Period, if the violation continues to remain uncured at the expiration of the Partial Rent Abatement Period, Tenant's Base Rent shall abate in full ('Full Rent Abatement") from that point In time until such time as such non-compliance is cured, but in no event longer than one (1) year from the date the full Rent Abatement commenced ('Full Rent Abatement Period"). At the expiration of the Full Rent Abatement Period if the condition giving rise to the Tenant Violation Notice remains unsatisfied, Tenant shall notify Landlord of its election to, and shall either (i) resume the payment of all Base Rent in accordance with the provisions set forth in this Lease; or (ii) terminate the Lease and surrender the Premises in accordance with the requirements of this Lease to Landlord within ten (10) days of the expiration of said Full Rent Abatement Period. Notwithstanding anything contained herein to the contrary: (a) during any Partial Rent Abatement Period or Full Rent Abatement Period, Tenant shall continue to pay all sums (other than Base Rent) due and owing Landlord under this Lease, including, without limitation, Common Area Charges and Tenant's Share of Retail Area Expenses, Taxes and Insurance, (b) in the event that Tenant is in the Partial Rent Abatement Period or Full Rent Abatement Period due to a violation of the exclusive use provision at the time Tenant exercises its renewal option, then commencing on the earlier of the first day of the Renewal Term or the expiration of the Partial Rent Abatement Period or Full Rent Abatement Period (as applicable), Tenant shall resume paying full Base Rent and Tenant shall be deemed to have waived its right to the abatement of rent with respect to such violation and (c) Tenant shall have no remedy for a violation of this Section 3, Including but not limited to the right to Partial Rent Abatement, 'If another tenant or occupant of the Retail Area violates a provision of its lease or license agreement regarding its premises, which either does not permit or specifically prohibits the use that violates Section 3 above (a 'rogue tenant), provided Landlord uses good faith efforts to enforce Landlord's rights under such lease or license agreement. Epoch Lb-YogaFit Lease (LL 8-26-16) RIDER #1 ADDENDUM TO LEASE EXTENSION OPTION: (a) Landlord hereby grants Tenant the option to renew (the "Renewal Option") the initial Term for one (1) additional term of eight (8) years (the " Renewal Tenn") commencing as of the date immediately following the expiration of the initial Term. (b) As to the exercise of this Renewal Option by Tenant, the Landlord is materially relying upon the timely exercise of such Option and therefore, time is of the essence. Tenant shall give Landlord written notice (the "Renewal Notice") of Tenant's election to exercise its Renewal Option on or before one hundred eighty (180) days prior to the expiration of the initial Term of the Lease; provided that Tenant's failure to give the Renewal Notice by said date, whether due to Tenant's oversight or failure to cure any existing defaults or otherwise, shall render the Renewal Option null and void, and Tenant shall be deemed to have irrevocably waived its Renewal Option. (c) Tenant shall not be permitted to exercise the Renewal Option at any time during which (i) Tenant is in monetary or material non -monetary default under the Lease, (ii) all or any portion of the Demised Premises is sublet, or the Lease has been assigned by Tenant to anyone other than a bona fide franchisee of YogaFit Franchising, LLC. (d) Tenant shall be deemed to have accepted the Demised Premises in "AS-ISNVHERE-IS" condition as of the commencement of the Renewal Term, it being understood and agreed that Landlord shall have no obligation to renovate or remodel the Demised Premises or any portion of the Project as a result of Tenant's renewal of the Lease. (e) The covenants and conditions of the Lease in force during the initial Term shall continue to be in effect during the Renewal Term, except as follows: (i) The "Commencement Date" for the purpose of the Option shall be the first day of the Renewal Term. (ii) The Base Rent for the first year of the Renewal Term shall be the greater of (a) the Fair Market Rental Rate for the Demised Premises, as defined below, or (b) 103% of the Base Rent payable for the 12 month period immediately preceding the expiration of the initial Term of the Lease. During the Renewal Term, the Base Rent shall be equal to the greater of then current market rental rates (including escalations for successive years of the Renewal Term) for the Demised Premises as deternined by Landlord in its sole, but good faith, judgment or 103% of the Base Rent paid during the last year of the initial Term. In addition to such market rate Base Rent, Tenant shall pay all applicable sales tax on all Base Rent and Additional Rent. The Base Rent for the Renewal Tenn shall be based upon 100% of the then current'Fair Market Rental Rate' (defined below) for comparable tenants within comparable mixed-use projects in southern Palm Beach County, taking into account all terms and concessions then being offered including but not limited to annual base rent, escalations, concessions, parting rent, and tenant improvement allowances; provided, however, in no event shall the Base Rent during the first year of the Renewal Term be less than 103% of the Base Rent during the last year of the initial Term. The term "Fair Market Rental Rate' for the purposes of this Lease, shall mean the annual amount of Base Rent that a willing, comparable tenant would pay, and willing Landlord of a comparable building in south Palm Beach County would accept at arm's length for comparable amount of space for a comparable period of time determined as follows: within ten (10) business days of Landlord's receipt of Tenant's notice to exercise this Renewal Option, Landlord shall provide Tenant with its determination of the Fair Market Rent Rate. If Tenant disagrees with Landlord's determination of the Fair Market Rent Rate, it shall notify Landlord within ten (10) business days thereafter, both Landlord and Tenant shall each engage the services of an independent third party broker to determine the Fair Market Rental Rate If the Fair Market Rental Rates of both brokers are within ten (10%) percent of each other, the average of the two (2) shall be the binding Fair Market Rental Rate. If the Fair Market Rental Rates submitted by the two (2) brokers are not within the ten (10%) percent of each other, the two brokers shall collectively select a third broker to determine the Fair Market Rental Rate and the average of the third (3rd) broker and the closest other broker's Fair Market Rental Rate shall be the binding Fair Market Rental Rate. All of such brokers shall be licensed in the State of Florida and knowledgeable in rental rates in South Palm Beach County. The costs, if any, associated with the third broker's determination of the Fair Market Rental Rate shall be shared equally between Landlord and Tenant. Pending determination of the Fair Market Rental Rate, the parties will use as provisional Base Rent (the 'Provisional Base Rent") for the beginning of the Renewal Tenn monthly installments equal to 103% of the Base Rent in effect for the last 12 months of the then expiring initial Term If Tenant disputes Landlord's determination of Fair Market Rental Rate in accordance with the above procedures, during any period of the Renewal Term that the Fair Market Rental Rate is being determined in accordance with the above procedures, Tenant shall continue to pay as Base Rent the Provisional Base Rent. After the Fair Market Rental Rate is determined: (i) if Tenant owes more money for said period, Tenant shall pay Landlord such amount within thirty (30) days after demand, (ii) if Landlord owes Tenant a reimbursement, Landlord shall pay Tenant such amount within thirty (30) days after such determination, (iii) Landlord and Tenant shall enter into an amendment to the Lease extending the Lease Term in accordance with the terms and conditions of this Section. (f) Tenant's Renewal Option shall not be transferable by Tenant, except in conjunction with a permissible Transfer in accordance with the applicable provisions of the Lease. (g) As a further condition of Tenant's exercising its Renewal Option, accompanying Tenant's notice of exercise, Tenant shall deliver to Landlord an original, signed, and notarized reaffirmation of each Guarantors personal guaranty, in form and substance as follows: REAFFIRMATION OF PERSONAL GUARANTY The undersigned (insert name of Guarantors] ('Guarantors") hereby reaffirms for the Renewal Term the provisions of the Personal Guaranty which is attached to the Lease as Exhibit "D", and such Guarantor acknowledges that Tenant's rent will be increased at the inception of the Renewal Tenn and for each subsequent year Dated. By: Epoch LV-YogaFit Lease (LL 8-26-16) RIDER #1 ADDENDUM TO LEASE Landlord shall reimburse Tenant up to $69,040.00 (Sixty -Nine Thousand Forty Dollars and No/100 Dollars) (the "Maximum Allowance") for improvements to the Demised Premises under the following terms and conditions: a. Landlord's reimbursement ("Landlord's Contribution") shall be applied only against the costs incurred by Tenant for labor engaged in the construction of Tenant Improvements and materials delivered to the Demised Premises in connection with Tenant Improvements and all such costs incurred prior to Tenant's opening for business. Such costs shall not include the coat of furniture or other personal property, moving expenses, or "soft costs" (such as architectural, consulting, and engineering fees) up to the Maximum Allowance. b. Payment of Landlord's Contribution. Landlord shall pay Tenant up to the Maximum Allowance for the Landlord approved Tenant Improvements (which approval shall not be unreasonably withheld) upon and under the following terms conditions: i Upon Tenants opening for business and the delivery to Landlord of the following: A. final, unconditional lien waivers from Tenant's general contractor and subcontractor covering all of Tenant's Improvements; B. a statement from Tenant's architect certifying that Tenant Improvements have been completed in accordance with Tenant's Plans; C. a permanent Certificate of Occupancy for the Demised Premises, D. all certificates, permits, and/or licenses required by governmental and quasi - governmental authorities evidencing completion of Tenant Improvements and legal occupancy of the Demised Premises by the Tenant; and E. an "as built' plan ii. Tenant's Performance of the following: A. Tenant has paid the first monthly installment of Rent, B. Tenant has opened for business and is operating such business within all of the Demised Premises; and C. Tenant is not in default of any term of this Lease. Landlord's Contribution shall be paid to Tenant within ten (10) business days of compliance with the above conditions. SATELLITE DISH: Tenant shall have the right to access the roof and exterior walls to install one (1) pole -mounted antennae or satellite dish on the roof of the Demised Premises for use by Tenant in connection with the operation of its business on the Demised Premises (the "Permitted Equipment"); provided, however, that Tenant shall (a) obtain all necessary and required permits associated with such items, at Tenant's sole expense, (b) comply with all laws and ordinances with regard to use, installation and maintenance of the Permitted Equipment, (c) not permit roof or wall penetrations unless specifically approved by Landlord (such approval not to be unreasonably withheld so long as such penetrations will not adversely affect any then existing roof warranty), and (d) perform the installation, maintenance and repair of the Permitted Equipment in a manner that does not adversely affect any roofing warranty. Landlord shall have the right to have all work that affects the roof be performed by such contractors as may be designated or approved by Landlord. Tenant shall pay or be responsible for (i) any taxes upon or in connection with the Permitted Equipment or the installation, maintenance or operation thereof, and (ii) any utilities, including electricity, consumed or used by the Permitted Equipment or the installation, maintenance or operation thereof, and including utility connection fees and deposits which may be charged by the applicable utility service provider. Tenant shall, at its own expense, promptly repair any damage or wear to the Retail Area (including, without limitation, the roof) resulting from the Permitted Equipment or the use, operation, repair, maintenance or removal thereof. The Permitted Equipment shall be installed and maintained by Tenant at its sole cost and expense and shall be operated in a manner that does not interfere with the businesses being conducted by Landlord or the other tenants of the Retail Area or the Las Ventanas project. Tenant shall make all repairs to the roof arising from the installation, maintenance, repair or operations of the Permitted Equipment. No Permitted Equipment installed by Tenant on the roof of the Demised Premises shall be for the use of any other party. Prior to the expiration or sooner termination of the Lease, Tenant shall, if required by Landlord in writing, remove the Permitted Equipment and, at Tenant's sole cost and expense, repair any damage related thereto and restore the roof to the same condition as existed prior to the installation, reasonable wear and tear excepted. No logo, business or similar image or design, or trade name, or similar written feature, shall be visible upon arty surface of the Permitted Equipment and no part or portion of the Permitted Equipment may be used for any signage or advertising purposes whatsoever. Under no circumstances will Tenant permit the operation of the Permitted Equipment to adversely interfere with or otherwise impede the operation of communications, electronic transmissions or other similar systems operated by any other tenant of the Retail Area or residential apartments or any such systems operated by Landlord. In the event that the operation of Tenant's Permitted Equipment does interfere with or otherwise impede Landlord's or such other tenants' communications, transmissions or similar systems, and Tenant fails to remove such interference or impediment within 5 business days after Tenant's receipt of written notice from Landlord of same, then Landlord will have the right to remove such interference or impediment by disconnecting Tenant's Permitted Equipment or, If such is not sufficient, to remove such interference or impediment by removing the Permitted Equipment at Tenant's sole cost and expense (provided that Tenant's Permitted Equipment will remain the property of Tenant). Tenant shall have all risk of loss with respect to the Permitted Equipment. Landlord shall not be responsible or liable for, and Tenant hereby expressly waives all claims against Landlord for, injury to persons or damage to the Permitted Equipment, regardless of the cause. Epoch LV-YogaFit Lease (LL 8-2616) RIDER #1 ADDENDUM TO LEASE EXHIBIT "A" SITE PLAN Epoch LV-YopeFIt Lease (LL 8-2616) EXHIBIT "A" EXHIBIT'S' LANDLORD'S WORK Any and all work not listed above shall be at Tenant's sole cost and expense. Epoch LV-YopeFit Lease (LL 6-26-16) EXHIBIT'B' EXHIBIT "C" USE RESTRICTIONS 1. Restaurant selling Asian food (including Japanese (including sushi), Chinese and/or Thai food). 2. Restaurant selling submarine sandwiches 3. Real estate brokerage. 4 Sports bar, sports -themed bar, or any restaurant and/or bar having more than four (4) televisions per 1,500 square feet, billiard tables, and which shows televised sporting events on multiple televisions. 5. The sale of any alcoholic beverages for off -premises consumption 6. Hair and nail Salon. 7. Spa. 8. Packing and shipping, printing, copying, postage, and facsimile services, sale of packaging supplies, metered mail, mailbox rentals, key duplicating, passport photos, electronic filing of tax returns, greeting cards, stationery and office supplies, computer time rental, document shredding and scanning. 9. Nail Salon. 10. Restaurant selling Italian food or operating as an Italian -themed restaurant. 11. Coffee shop, and the sale of gourmet, brand -identified brewed coffee and tea, and smoothies/blended beverages containing fruit, yogurt, coffee or tea. 12 Restaurant serving Greek themed food. 13. "Southern' themed restaurant and bar serving food and beverages traditionally featured in the southern region of the United States Epoch LV-YogaFit Lease (LL 8-26-16) EXHIBIT "C' PERSONAL GUARANTY This Guaranty is made and entered into by the party executing this Guaranty hereinbelow, and, who acknowledges a financial and/or ownership interest in SEOUL SISTERS YOGA, INC., a Florida ooWration, and/or will benefit from the execution of the below -described Lease, and understand and acknowledge that Landlord will not execute the Lease without the execution of this Personal Guaranty by the Guarantor. For value received and in consideration for and as an inducement to Landlord to lease premises referred to in that certain lease agreement (the "Lease") by and between Landlord and Tenant to which this Guaranty is attached, Guarantor does hereby unconditionally, jointly and severally guarantee to Landlord the punctual payment of the Rent (as defined in the Lease) due under the Lease during the entire Lease Term as the same may be renewed or extended, including accelerated Rent, and the due performance of all the other terms, covenants and conditions contained in said Lease on the part of Tenant to be paid and/or to be performed thereunder (the "Obligations"). This Guaranty is an absolute and unconditional guaranty of payment and of performance and not a guaranty of collection. Guarantor shall also pay any and all damages, expenses and attorney's fees that may be suffered or incurred by Landlord in consequence of nonpayment or nonperformance of this Guaranty, including litigation in all Trial, Appellate and Bankruptcy Courts. This Guaranty is an absolute and unconditional guaranty. Guarantor agrees that Landlord, in the event of a default of Tenant, shall not be required to assert any claim or cause of action against Tenant before asserting any claim or cause of action against Guarantor under this Agreement Furthermore, Guarantor agrees that Landlord shall not be required to pursue or foreclose on any ooHateral that it may receive from Tenant or others as security for any obligations of the Lease before making claim or asserting a cause of action against Guarantor under this Agreement If Guarantor is a corporation, Guarantor covenants and warrants to Landlord that the execution and delivery of this Guaranty has been duly authorized by the Board of Directors of Guarantor and the making of the Guaranty does not require any vote or consent of shareholders. The failure of Landlord to perfect any portion of its security interest in any collateral received for the Lease shall not release Guarantor from its liabilities and obligations hereunder. Landlord, without authorization from or notice to Guarantor and without impairing, modifying, changing, releasing, limiting or affecting the liability of Guarantor hereunder, may from time to time at its discretion and with or without valuable consideration, after, compromise, accelerate, renew, extend or change the time or manner for the payment of any or all of the obligations under the Lease, take and surrender security, exchange security by way of substitution, or in any way it deems necessary take, accept, withdraw, subordinate, alter, amend, modify or eliminate security, add or release or discharge endorsers, guarantors, or other obligors. Guarantor expressly waives presentment for payment, demand, notice of demand and of dishonor and nonpayment of the debt, notice of intention to accelerate the maturity of the debt or any part thereof, notice of acceleration of the maturity of the debt, or any part thereof, notice of disposition of collateral, the defense of impairment of collateral, the right to a commercially reasonable sale of collateral, protest and notice of protest, diligence in collecting, and the bringing of suit against any other party. Guarantor waives all defenses given to sureties or guarantors at law or in equity other than the actual payment of the Obligations. Without notice to Guarantor, without the consent of Guarantor, and without affecting, limiting or releasing Guarentor's liability hereunder, Landlord may (a) grant Tenant extensions of time for payment or performance of the Obligations or of any other obligations of the Lease or Landlord may delay in the enforcement of any Obligations against Tenant; (b) renew any of the Obligations or any other obligations of the Lease; (c) grant Tenant extensions of time for performance of agreements or other indulgences, (d) at any time release any or all of the collateral held by Landlord, (e) compromise, settle, release, or terminate any or all of the obligations, covenants, or agreements of Tenant under the Lease, and/or (f) modify, amend, terminate, assign or consent to the assignment of any of the Obligations or any other obligation, covenant or agreement of Tenant set font in the Lease. Guarantor agrees that in the event of any insolvency, bankruptcy, reorganization, assignment for benefit of creditors, receivership or other debtor -relief law, that same shell riot serve as a Release or Discharge of the Obligations of Guarentor hereunder, and this Guaranty shall remain in full force and effect Specifically, Guarantor agrees that he shall not be released from any obligation or liability hereunder as a result of the afore -described, and specifically agree that in the event of a bankruptcy proceeding of the Tenant that the Guarantor shall not be released nor discharged as a result of any assignment and assumption of the Lease, rejection of the Lease, approval or rejection of a plan of reorganization, or discharge of the Tenant in bankruptcy. Guarantor agrees that in the event of a Bankruptcy, Guarantor shall not be entitled to, nor shall Guarantor seek any stay of proceedings which may be in effect as to the Tenant It is the intention of the Landlord and Guarantor that the Guarantor's obligations hereunder shall not be discharged or limited in any way under any of the aforedesaibed circumstances, or otherwise as a result of any release or discharge of the liability of the Tenant from a debtor -relief proceeding. Notwithstanding anything contained herein to the contrary, provided there is not then an Event of Default (as defined in the Lease) which remains outstanding or an event has occurred which with the passage of time and giving of notice would constitute an Event of Default for a period of two (2) years from the Rent Commencement Date (as defined in the Lease), then at that point this Guaranty and all obligations hereunder shall expire. Notwithstanding the foregoing, effective as of the 1" day of the twenty fifth (25`") month of the Lease Term, the Guarantor's liability shall be limited to twelve (12) months of full Rent (i.e. Base Rent and Additional Rent) from the occurrence of an Event of Default, together with the unamortized portion of any tenant improvement allowance and/or rent concession provided to the Tenant, together with all attorney fees and costs incurred, as provided herein. This (1) one year liability shall be ongoing during the full Lease Term, and as the Lease Term may be extended or renewed. In the event that any provision is deemed to be invalid by reason of the operation of arty law or by reason of the interpretation placed thereon by any court, this Guaranty shall be construed as not containing such provisions and the invalidity of such provisions shall not affect other provisions hereof which are otherwise lawful and valid and shall remain in full force and effect Epoch LV-YogaFR Lease (LL 8-25-16) EXHIBIT "D" Guarantor and Tenant do hereby agree and acknowledge that the terms, provisions, and conditions of this Guaranty shall be controlled and Construed according to the laws of Florida and the proper venue shall fay only in Palm Beach County, Florida Guarantor does hereby knowingly, voluntarily, intentionally and unconditionally waive the right to Trial by Jury in any ftgation based upon, arising out of, or involving the enforcement of this Guaranty and/or the underlying Lease and to which the Guarantor is a party. This Guaranty or any of the provisions thereof cannot be modified, waived or terminated, unless in venting, signed by Landlord . The provisions of this Guaranty shall be binding upon and inure to the benefit of the Guarantor and Landlord and their respective heirs. legal representatives.. successors and assigns In witness whereof, Guarantor has executed or caused to be executed this Guaranty. Signed, sealed and delivered in the p senceof C� F� U O►�WL Name i ad % ame Gua /'� Printed HARLES ANZALONE Name: Date sir/ . / ?0 Home Address Epoch LV-YogaFft Lease (LL &26-16) EXHIBIT "D' EXHIBIT "E" UNIFORM SIGN PLAN RETAIL AREA Building, Window and Door Signage: 1. Wall signs to be intemaliy-illuminated cabinet signs with 'push-thru' graphics and decorative moldingstembellishments per Art Sign Company drawing #09-07-06-247, Sheet #4 (front signs), and drawing #09-07-06-247, Sheet #6 (rear signs). 2. Sign cabinet depth to be 8" excluding 3. Front signs to be a maximum of one (1) square foot per linear foot of storefront lease space, square footage calculated exclusive of moldings/embellishments. 4 Rear signs to be a maximum of one-half (0.5) square foot per linear foot of storefront lease space, square footage calculated exclusive of moldingslembellishments. 5. Moldings/embellishments fabricated from 1" thick Sintre brand PVC. 6. Sign cabinet fabricated from heliaro-welded aluminum angle internal frame with external .125 aluminum face and sides. 7 All graphics computer -routed into aluminum face with matching computer -routed %" thick clear acrylic inserted into the routed aluminum voids in the face, creating a "push-thru" appearance. B. 3M brand #3630-33 red translucent vinyl graphic film to be applied to the faces of the 1W acrylic "push-thru' graphics. 9. Tenant graphics to be in the font of the tenants' choice 10. Logos are not to exceed 20% of the sign face area. 11. Aluminum sign face and sides to be in texturized stucco -like finish Sherwin-Williams #6140 Moderate White. 12. Sintre brand PVC moldings/embellishments to be in texturized stucco -like finish to match brown paint of building trim. 13. Internal illumination from High Output fluorescent lamps and ballasts with all wiring in U.L. compliant conduit and raceways concealed within the sign cabinet. 14 All fabrication, installation and wiring to meet or exceed all applicable building and electrical codes and all U.L. requirements and specifications. 15. Window graphics may be black or white die -cut vinyl lettering only. Any window graphics should be limited to a maximum of 6 inch tall lettering and limited to no more than 10% of the door and one adjacent window surface of any tenant. 16. No sign shall be installed without written landlord approval, City approval, and permit. 17. No signage is to be allowed on awnings. 18. Stacked font is allowed, permitted that stacked copy will fit within the designated sign band and will not appear crowded, look inappropriate, or out of scale and character with adjacent signage. Epoch LV-YogaFil Lease (LL 8-2616) EXHIBIT "E" Prohlbitad Slons: A Animated/fluttering signs B. Balloons C. Bus bench signs D. Festoons E. Flashing signs F Roof signs G. Rotating signs H. Signs that swing I. Sidewalk signs (sandwich/W frame) J. Portable signs K. Exposed neon tubing signs L Signs that obstruct free ingress to or egress from a door, window, fire escape or other required exit or entrance M. Snipe signs or signs attached to or painted on fire escapes, television antennas, satellite dishes, utility poles or any other associated structure N. Signs which emit odors, sounds, smoke, vapor or other visible matter. O Unauthorized signs on property owned by or under control of the City of Boynton Beach. P. Banners (unless approved pursuant to Chapter 21) O Off premises signs, except those permitted under Chapter 21, Article III, Section 6 Special Signs) or Chapter 22, Article II, Section 7, Paragraph O (Neighborhood Identification Signs). R. Electrical or illuminated signs in residential zoning districts, except that in a development where models are being demonstrated, an illuminated sign, meeting the other requirements of this chapter, may be used provided no illumination is shown between the hours of 8:00 p.m. and 7:00 a.m. the following day. S. Bill boards T. Non -geometric signs shaped to depict figures or demonstrative shapes used to attract attention to the business activity with which the sign is associated U. Painted wall signs V. Pylon signs W. Any other sign prohibited by the City of Boynton Beach Epoch LV-YogaFtt Lease (LL 8-26-16) EXHIBIT "E' EXHIBIT "P LAS VENTANAS RULES AND REGULATIONS 1. OPERATION: Tenant shall conduct its business in the Demised Premises in all respects in a dignified manner and in accordance with high standards of store operation and that of a first quality Retail Area. 2 BUSINESS HOURS. Tenant will remain open for business Monday through Saturday from 10:00 a.m. to 6 p.m., plus any additional hours for the Retail Area as set by the Landlord from time to time. Tenant may also remain open for arty additional hours desired by Tenant, subject to Landlord approval. 3. WINDOW TREATMENTS. No curtains, draperies, blinds, shades, window timing, or screens shall be attached to or hung or used in connection with any window or door of the Demised Premises without prior consent of the Landlord. Curtains, draperies, blinds, shades or screens must be of a quality, type, design and color approved by Landlord. Further, all draperies, shades or screens shall have a natural color or fabric facing exterior window views. 4. DELIVERIES. All deliveries or shipments of any kind to and from the Demised Premises shall be made in a manner directed by Landlord with no exceptions. Failure to abide by this rule could result in a fine by the applicable governing municipality, and Tenant shall indemnify and hold Landlord harmless from and against any costs in connection with Tenant's violation of this restriction. Loading and unloading of merchandise, supplies and other goods, shall be made only by way of the rear of the Demised Premises at a location designated by Landlord, and only at such times designated for such purpose by Landlord, trailers and/or trucks servicing the Demised Premises may only park in portions of the Retail Area designated for such purpose by Landlord, and only while actively loading/unloading. In no event may any trucks be parked in a manner which may interfere with the use of any Common Areas or any pedestrian or vehicular access 5. RADIO, TELEVISION, EXTERIOR NOISE. No radio, television, phonograph or other devices, or aerial attached thereto (inside or outside the Demised Prernises) shall be installed without first obtaining in each instance the Landlord's written consent and H such consent be given, unless otherwise approved, no such device shall be used in a manner so as to be heard or seen outside of the Demised Premises, and no advertising medium shall be used which can be seen, heard or experienced outside the Demised Premises, including, but not limited to, flashing lights and searchlights. If any live music is played in the Demised Premises, same shall be perfomhed in a manner so as not to be heard outside of the Der used Premises. Any nightclub shall install sound attenuation materials approved by Landlord inside the walls and ceilings of Demised Premises. 6. AREAS ADJOINING PREMISES. Tenant shall keep the areas immediately adjoining the Demised Premises in the front and at the rear of the Demised Premises, including any portion of the common areas where Tenant is given the right to use for a sales or service area, dean and free from dirt and rubbish, and Tenant shall not place, suffer or permit any obstructions or property in such areas or in any area outside of the Demised Premises. 7. MAINTENANCE Tenant will maintain the Demised Premises at its own expense in a dean, orderly and sanitary condition and free of unreasonable odors, insects, rodents, vermin, and other pests; will not bum or permit undue accumulation of garbage, trash, rubbish and other refuse, and will remove the same from the Demised Premises to compactors or other receptacles provided by Landlord, and will keep such refuse in proper containers on the interior of the Demised Premises until so removed from the Demised Premises. Tenant shall keep the entry and exit ways immediately adjoining the Demised Premised dean end shall not place or permit any rubbish, obstruction or merchandise in such areas. Tenant shall break dawn, flatten or otherwise condense all boxes and trash placed in any trash receptacle. Notwithstanding the foregoing, Tenant at its expense shall make special arrangements, which must be acceptable to Landlord, for the collection, storage and removal of any grease, oils, fats, renderings, foods, or similar waste all of which shall be carred and not dragged to the appropriate disposal facility, and shall not place same in any compactors or other trash receptacles for the Retail Area or in the sewer system of the Retail Area, or in the alternative Landlord will have the right to remove same and charge Tenant for all costs associated therewith, which shall be paid within tan (10) days after written demand by Landlord. No such waste materials shall be removed from the Demised Premises in any leaking bags or containers, and if any such waste materials spill on the common areas same shall be immediately cleaned up by Tenant. 8. STORAGE OF ARTICLES OUTSIDE PREMISES. Tenant will not place or maintain any merchandise, vending machines or other articles in the vestibule or entry of the Demised Premises, on the footwalks adjacent thereto or elsewhere on the exterior thereof 9. USE OF AREAS OUTSIDE PREMISES. Tenant will not use, or permit to be used, the malls or sidewalks adjacent to the Demised Premises, or any other space outside of the Demised Premises for the display or sale or offering for sale of any merchandise or for any other business, occupation or undertaking, unless permitted by Landlord in writing. 10. NO SOLICITATIONS. Tenant will not use or permit the use of any portion of the Retail Area or the Demised Premises for solicitations, demonstrations or itinerant vending, or any activities inconsistent with reasonable standards of good Retail Area practice, Tenant and Tenant's employees and agents shall not solicit business in the parking or other Common Areas of the Retail Area, nor shall Tenant distribute any advertising matter on automobiles parked in the parking areas or other Common Areas of the Retail Area without Landlord's prior written consent 11 PLUMBING FACILITIES. The plumbing facilities within or serving the Demised Premises shall not be used for any purposes other than for which they were constructed, and no foreign substances of any kind shall be thrown therein. 12. NO SLEEPING OR LODGING. Tenant shall not use, permit or suffer the use of any portion of the Demised Premises as living, sleeping or lodging quarters. 13. EXCESSIVE FLOOR LOADS. No load will be placed on any floor of the Demised Premises which exceeds the floor load per square foot area which such floor area was designated to carry. Epoch LV-YogaFit Lease (LL 8-26-16) EXHIBIT'F" 14. VIBRATION AND NOISE. All mechanical equipment and machinery in or serving the Demised Premises will be kept free of vibration and noise which may be transmitted beyond the confines of the Demised Premises, and, to the extent applicable, Tenant will provide sound barriers for Tenant's roof -top HVAC system to the extent required by any environmental or other law, rule, regulation, guideline or order. 15. ODORS. Tenant shall not cause or permit strong, unusual, offensive or objectionable noise, odors, fumes, dust or vapors to emanate or be dispelled from the Demised Premises. 16. LIVE ANIMALS. No live animals will be kept on or within the Demised Premises. 17. EXTERMINATOR SERVICE. Tenant must have the Demised Premises serviced by a pest exterminator approved or selected by Landlord at least once per month (once a week if Tenant sells food or beverages within the Demised Premises) at Tenant's expense. Landlord, at its option and from time to time, may, at the expense of the Tenant, employ a pest extermination contractor to service the Demised Premises at such intervals as Landlord may require, and Tenant shall permit said contractor to enter the Demised Premises to perform pest extermination services. 18. FLOOR COVERING. Tenant shall not lay linoleum or other similar floor covering so that such floor covering shall come in direct contact with the floor of the Demised Premises and if linoleum or other similar floor covering is so used, an intertiner of builder's deadening felt shall first be affixed to the floor by paste or other material soluble in water, so that such floor covering may be easily removed. The use of cement or other similar material is prohibited. 19. STORAGE OF VEHICLES/PARKING. No automobiles, trucks or other vehicles may be stored on the Retail Area, or may be parked on the Retail Area which are not capable of being run under their own power Tenant and Tenant's employees shall park their cars only in those portions of the parking area designated for those purposes by the Landlord. Tenant shall furnish Landlord within 5 days after taking possession of the Demised Premises, the state of registration and automobile license numbers assigned to vehicles belonging to Tenant's employees and shall thereafter notify the Landlord of any change within 5 days after changes occur. Landlord has and reserves the right to alter the methods used to control parking and the right to establish such controls and rules and regulations (such as parking stickers to be affixed to vehicles) regarding parking that Landlord deems desirable. Without liability, Landlord will have the right to tow or otherwise remove vehicles improperly parking, blocking ingress or egress lanes, or violating parking rules, at the expense of the offending tenant and/or owner of the vehicle Landlord shall not have any liability on account of any loss or damage to any vehicle or the contents thereof, Tenant hereby agreeing to bear the risk of loss for same. In the event that the Tenant or its employees fail to park their cars in designated parking areas as aforesaid, then the Landlord, at its option, may without limiting its right to other tow or have such vehicle removed, elect to charge Tenant ten ($10.00) dollars per day or partial day per car parking in any area other than that designated for employee parking. 20. ADVERTISING AND PROMOTIONAL MATERIALS. Tenant will not display, paint or cause to be displayed, painted or placed, any handbills, bumper stickers or other advertising or promotional materials or devices on any vehicle parked in the parking area of the Retail Area, whether belonging to Tenant, or to Tenant's agents or employees, or to any other person, will not distribute, or cause to be distributed, in the Retail Area, any handbills or other advertising devices; and will not conduct or permit any activities that might constitute a nuisance or unreasonable source of annoyance to other tenants of the Retail Area or their customers. 21. DISPLAYS AND DECORATIONS. Tenant shall not place, suffer or permit displays or decorations on the sidewalks outside of the Demised Premises or on or upon any of the parking or other common areas of the Retail Area. Additionally, Tenant shall not place or permit to be placed any seating areas outside of the Demised Premises or anywhere within the Common Areas without the express prior written consent of Landlord. 22. HAZARDOUS SUBSTANCES. The term "Hazardous Substances", as used in this lease, shall include without limitation, flammables, explosives, radioactive materials, asbestos, polychlorinated biphenyls (PCBs), chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials, petroleum and petroleum products, and substances declared to be hazardous or toxic under any law or regulation now or hereafter enacted or promulgated by any governmental authority. Tenant's Restrictions: Tenant shall not cause or permit to occur: V any violation of any federal state, or local law, ordinance, or regulation now or hereafter enacted, related to environmental conditions on, under, or about the Demised Premises or arising from Tenant's use or occupancy of the Demised Premises including, but not limited to, soil and ground water conditions, or ii, the use, generation, release, manufacture, refining, production, processing, storage or disposal of any Hazardous Substance without Landlord's prior written consent, which consent may be withdrawn, conditioned, or modified by Landlord in its sole and absolute discretion in order to insure compliance with all applicable "Laws" (hereinafter defined), as such Laws may be enacted or amended from time to time. Environmental Cleanup: 1. Tenant shall, at Tenant's own expense, comply with all laws regulating the use, generation, storage, transportation, or disposal of Hazardous Substances ("Laws"). ii. Tenant shall, at Tenant's own expense, make all submissions to, provide all information required by and comply with all requirements of all governmental authorities under the Laws. iii. Should any governmental authority or any third party demand that a cleanup plan be prepared and a cleanup be undertaken because of any deposit, spill, discharge, or other release of Hazardous Substances that occurs during the term of this lease, at or from the Demised Premises or which arises at any time from Tenant's use or occupancy of the Demised Premises, then Tenant shall, at Tenant's own expense, prepare and submit the required plans and all related bonds and other financial assurances and Tenant shall carry out all such cleanup plans. Epoch LV-YogaFit Lease (LL &213-16) EXHIBIT 'F C. Tenant shall promptly provide all information regarding the use, generation, storage, transportation, or disposal of Hazardous Substances that is required by Landlord. d. If Tenant fails to fulfill any duty imposed under this Paragraph within thirty (30) days following Landlord's written request, Landlord may proceed with such efforts and in such case, Tenant shall cooperate with Landlord in order to prepare all documents Landlord deems necessary or appropriate to determine the applicability of the Laws to the Demised Premises and Tenant's use thereof and for compliance therewith and Tenant shall execute all documents promptly upon Landlord's request and any expenses incurred by Landlord shall be payable by Tenant as an additional rent. No such action by Landlord and no attempt made by Landlord to mitigate damages under any Law shall constitute a waiver of any of Tenant's obligations under this Paragraph. Tenant's obligations and liabilities under this Paragraph 22 shall survive the expiration of this lease. 23. INCIDENT NOTICE. Tenant shall give to Landlord prompt written notice of any accident, fire, burglary, theft, or damage occurring on or to the Demised Premises. Epoch LV-YogaFft Lease (LL &26-16) EXHIBIT "F° ADDENDUM TO LEASE NO. 2 This Lease Addendum ('Addendum") dated M%,V- I , 2016, is entered into between LAS VENTANAS AT BOYNTON BEACH, LTD. ('Landlord") and SEOUL SISTERS YOGA, INC. ('Tenant") AND YOGAFIT FRANCHISING, LLC ('YogaFit') RECITALS The parties have entered into a Lease Agreement, dated '����� / 2016 (the 'Lease') for the premises located at B-1517 N. Federal Highway, Boynto Beach, Florida (the "Premises') Tenant has agreed to use the Premises only for the operation of a YOGAFr Studio pursuant to a franchise agreement ("Franchise Agreement) with YogaFit. The parties desire to amend the Lease in accordance with the terms and conditions contained in this Addendum. AGREEMENT 1. Remodeling and Door. Subject to compliance with Section 15 of the Lease. Landlord agrees to allow Tenant to remodel, equip, paint and decorate the interior of the Premises and to display such propnetary marks and signs on the interior and exterior of the Premises pursuant to the Franchise Agreement and any successor Franchise Agreement. 2. Assionmeni Tenant has the right to assign all of its right, title and interest in the Lease to YogaFit at any time during the term of the Lease, including any extensions or renewals, without first obtaining Landlord's consent but with at least thirty (30) days prior written notice to Landlord. As a condition to such assignment, however, all defaults must be cured. Further, no assignment will be effective, however, until YogaFit gives Landlord written notice of its acceptance of the assignment or YogaFit exercises control over the Premises and all defaults are cured. If YogaFit elects to assume the Lease under this paragraph or unilaterally assumes the Lease as provided for in subparagraphs 3(c) or 4(a), or is deemed to have assumed the Lease by its exercise of control of the Premises, Landlord and Tenant agree that (1) Tenant and any existing guarantor will continue to remain liable for the Tenant's responsibilities and obligations under the Lease, including amounts owed to Landlord prior to the date of assignment and assumption, and (In YogaFit will have the right to sublease the Premises to another YocAFrT franchisee, without further need for Landlord approval but with no less than thirty (30) days prior written notice to Landlord, provided the franchisee agrees to operate the Studio as a YoGAFrT Studio pursuant to a franchise agreement with YogaFit. YogaFit will remain responsible for the lease obligations Incurred after the effective date of the assignment. Notwithstanding anything contained in this Addendum to the contrary, (a) no assignment or sublet shall be effective while any defaults remain uncured, and (b) other than as specifically set forth in Section 3 of this Addendum, Landlord shall not be required to provide additional notices or opportunities to cure defaults, other than as provided in the Lease and Section 3 below. 3. Default and Notice. (a) In the event there is a default or violation by Tenant under the terms of the Lease, Landlord agrees to give Tenant and YogaFit written notice of such default or violation within a reasonable time after Landlord knows of its occurrence. Landlord agrees to provide YogaFit the written notice of default as written and on the same day Landlord gives it to Tenant. Although YogaFit is under no obligation to cure the default, YogaFit will notify Landlord within fifteen (15) days of its receipt of such notice if YogaFit intends to cure the default and unilaterally assume Tenant's interest in the Lease as provided in Paragraph 3(c). YogaFB will have an additional 15 days from the expiration of Tenant's cure period in which to cure the default or violation (b) All notices to YogaFit must be sent by registered or certified mail, postage prepaid, to the following address: YogaFit Franchising, LLC 2411 Galpin Court, Suite 110 Chanhassen, MN 55317 (852)474-5422 YogaFit may change its address for receiving notices by giving Landlord written notice of the new address. Landlord agrees to notify both Tenant and YogaFit of any change in Landlord's mailing address to which notices should be sent. (c) Upon Tenant's default and failure to cure a default under either the Lease or the Franchise Agreement, and the curing of all defaults under this Lease, YogaFit has the right (but not the obligation) to unilaterally assume Tenants interest in the Lease In accordance with Paragraph 2. 4. Termination or Expiration. (a) Upon the expiration or termination of the Franchise Agreement, YogaFit has the right (but not the obligation) to unilaterally assume Tenant's interest in the Lease in accordance with Paragraph 2. (b) Upon the expiration or termination of the Lease, if YogaFit does not assume Tenant's interest in the Lease, Landlord agrees to allow YogaFit to enter the Premises for a period of ten (10) days after such expiration or termination, without cost and without being guilty of trespass to remove all signs and all other items identifying the Premises as a YoGAFrr Studio and to make such other modifications as are reasonably necessary to protect the marks and system, and to distinguish the Premises from YOGAFr Studios. YogaFit shall repair all damage caused by such actions and indemnify and hold Landlord harmless from and against all claims, damages and losses sustained as a result of such actions.. 5. Consideration: No Uabiliri. (a) Landlord acknowledges that the provisions of this Addendum are required pursuant to the Franchise Agreement and that Tenant may not lease the Premises without this Addendum. (b) Landlord acknowledges that Tenant is not an agent or employee of YogaFit and Tenant has no authority or power to act for, or to create any liability on behalf of, or to in any way bind YogaFit or any affiliate of YogaFit and that Landlord has entered into this Addendum with full understanding that it creates no duties, obligations, or liabilities of or against YogaFit or any affiliate of YogaFit. (c) Nothing contained in this Addendum makes YogaFit or its affiliates a party or guarantor to the Lease, and does not create any liability or obligation of YogaFit or its affiliates other than as provided in this Addendum 6 Modification. No amendment or variation of the terms of this Addendum is valid unless made in writing and signed by the parties and the parties have obtained YogaFits written consent. Epoch LV-YogaFd Lease (LL 8-26-16) ADDENDUM TO LEASE NO. 2 7. Reaffirmation of Lease. Except as amended or modified by this Addendum, all of the terms, conditions, and covenants of the Lease remain in full force and effect 8 Miscellaneous. (a) References to the Lease and to the Franchise Agreement include all amendments, addenda, extensions, and renewals to the documents. (b) References to Landlord, Tenant, and YogaFft include the successors and assigns of each of the parties. (signature page(s) follow] Epoch LV-YogaFif Lease (LL 8-26-16) ADDENDUM TO LEASE NO. 2 IN WITNESS WHEREOF, ft pt.11tes I Vs awmad ttd� Add"um es of ft delffi w tt m ®ba -s. TE wl Inc. LANDLORD: UK, klwt�iy= at BaynBon Bei, Ltd. YOGAFIT FRANCHISING, LLC Epoch lv-Yogsn I"= (LL 13-25-10) ADDENDUM TO LEASE NO. 2 BOYNTON BEACH CRA CRA BOARD MEETING OF: April 11, 2017 X I Consent Agenda I I Old Business I I New Business I I Legal I I Information Only I I CRAAB AGENDA ITEM: VIII.Q. SUBJECT: Approval of Baciami, Inc. for Commercial Facade Improvement Grant Program SUMMARY: The Commercial Facade Improvement Grant provides assistance to facilitate the exterior improvement of existing commercial properties within the Boynton Beach Community Redevelopment Agency District. Baciami, Inc. is a tenant in Las Ventanas located at 1351 S. Federal Highway, Boynton Beach, FL 33435. They are applying for reimbursement for exterior improvement including signage and landscaping which are eligible under the grant terms. See attached quotes totaling $3,319 The Commercial Facade Improvement Grant Program provides a 50% reimbursement of the applicant's expenditures for the eligible improvements up to a maximum grant total of $25,000. If approved, the applicant is entitled to approximately $1,660 in reimbursable funds. The grant is reimbursable once the proper reimbursement documentation is submitted to CRA staff. FISCAL IMPACT: $1,660 — Project Fund 02-58400-444 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Approve the Commercial Facade Improvement Grant not to exceed $1,660 to Baciami, Inc. for the property located at 1351 S. Federal Highway, Boynton Beach, FL 33435. Michael Simon, interim Executive Director RECEIVED BOYNTO' 'rCR AAPR 0 `7 7 017 �1- ill 1BEACH � October 1, 2016 — September 30, 2017 BOYNTON BEACH CRA BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERCIAL FACADE IMPROVEMENT GRANT PROGRAM Program Rules & Requirements The Commercial Fagade Improvement Grant Program is designed to help facilitate the exterior improvement of existing commercial properties within the Boynton Beach Community Redevelopment Agency ("CRA") District by providing matching, reimbursable grants to property owners and tenants who expend private sector funds on projects that result in more visually appealing commercial properties. Projects that enhance commercial property within the CRA District may qualify for reimbursement of up to 50% of the applicant's project budget (up to $25,000) for approved exterior improvement projects. Applicants are encouraged to take advantage of the City of Boynton Beach's PACE Program to help defer the cost of installing energy efficient items above. Information regarding the PACE Program is available on line at http://www.boynton-beach.org/go-preen/pace program.php or by contacting the City at 561-742-6067. Attached is the ReNew PACE Eligible Product List. NCENTIVE FUNDING The purpose of the program is to encourage commercial property owners to upgrade their properties by improving the external appearance of their business and to encourage businesses to invest in their operations. The result will halt deterioration, stabilize property values, improve/upgrade appearance of the area and facilitate and encourage redevelopment activity in the target area. Through the Commercial Fagade Improvement Grant Program, CRA will provide, on a reimbursement basis, a 50% matching grant for eligible facade improvements, up to a total of twenty five thousand dollars ($25,000). By submitting an application the Applicant acknowledges that the grant reimbursement program is in place to further the goals and objectives of the CRA and that the CRA Board reserves the right to approve or deny any application under the grant program and to discontinue payments at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for the redevelopment of the CRA District. Eligibility Requirements Eligible improvements for this program include: • Painting • Shutters ® Awnings/canopies Initis Page 1 of 8 710 North Federal Highway, Boynton Beach, FL 33435 — Phone 561-737-3256 Fax 561-737-3258 www.catchboynton. com 00721477-1 E, Decorative exterior facade improvements 91 Exterior doors/windows • Landscaping around the building • Irrigation • Parking lot re -paving, re -sealing, re -striping • Exterior lighting • Patio or decks connected to the building • Exterior wall repairs (e.g. stucco, brick or wood repairs and replacement) • ADA improvements • Signage • Fencing (excluding : chain link, barbed wire, and wood panels) • Demolition of structure and (re)sodding of vacant property • Electric vehicle charging station -See Attached Renew PACE Eligible Product List - highlighted • Solar electricity and water heating -See Attached Renew PACE Eligible Product List - highlighted In addition, the following rules are applicable to this program: The program is available only for properties located within the CRA District. Note: See attached CRA District Map. 2. Facade improvements must be consistent with the CRA's Design Guidelines. Note: CRA Design Guidelines are available on the CRA website http://www.catchboynton.com All proposed exterior improvements using CRA funds must be approved by the CRA Board. The CRA Board may make recommendations for exterior improvements based upon the CRA Design Guidelines. 3. The program is for commercial properties and businesses only. Commercial businesses must be properly licensed with the City and County. Non-profit uses and residentially zoned properties (including multi -family units, apartment buildings and duplexes) are NOT eligible. The property owner must be the applicant. However, if the property is currently leased to a tenant, then the Application and Agreement must be jointly executed by both the owner and the tenant. 4. All work must be done in compliance with applicable City of Boynton Beach Building Codes and Land Development Regulations. All contractors must be licensed in Boynton Beach/Palm Beach County. Please contact the City of Boynton Beach Development Department regarding the proposed work to be performed prior to submitting a fagade grant application. 5. Grant funding amounts will be based on the applicant's project budget specified at the time of the CRA approval. Init s Page 2 of 8 7 710 North Federal Highway, Boynton Beach, FL 33435 —Phone 561-737-3256 Fax 561-737-3258 www.catchboynton.com 00721477-1 6. Project items completed and paid for more than sixty (60) days prior to grant approval by the CRA Board are not eligible for reimbursement under the grant program. Items completed and paid for by the applicant prior to CRA Board approval may be excluded and/or denied at the CRA Board's sole discretion if the CRA Board determines the improvements are not consistent with the CRA's Design Guidelines. 7. The applicant must complete the facade improvement project and submit for reimbursement within 120 days of the grant award. For projects requiring a permit, completion and submittal for reimbursement must occur within 120 days of the issuance date of the project permit. At the CRA's sole discretion, the CRA may grant one 30 day administrative extension for good cause. Failure to complete the fagade improvements within the time limit will result in a denial of grant funding. 8. Grant funds will be reimbursed exclusively for approved work and approved change orders. 9. The Commercial Fagade Improvement Grant Program may only be used one time in any five year period for any one property. Properties may reapply for additional grants any time after five years from previous grant approval. 10. In order to qualify for the grant, the subject property may not have any outstanding City of Boynton Beach liens at the time the Applicant seeks reimbursement. To ensure that the property does not have any outstanding code liens, violations or monies owed for utilities the CRA will perform a lien search on the property at a cost $119.00 which will be deducted from the grant funding to the recipient. In the event that there is an outstanding lien against the property, the grant will not be awarded until the complete satisfaction of the lien. 11. Application and CRA Board approval of this grant is for funding only. Approval of CRA grant funding is NOT approval of any type of City processes including, but not limited to, permits and site plan modification. Applicant must apply for permits and site plan modification through the appropriate departments at the City. All commercial projects require permitting and site plan modification reviews. It is the responsibility of the Applicant to obtain all necessary City approvals. 11. APPLICATION PROCESS Applications can be obtained from the CRA office located at 710 North Federal Highway, Boynton Beach, Florida 33435 or downloaded from www.catchboynton.com. All applicants are required to meet with CRA staff in order to determine eligibility before submitting an application. Funding requests will not be considered until all required documentation is submitted to the CRA office. The CRA will administer the Commercial Fagade Improvement Grant Program and funding. In addition to the appropriate City of Boynton Beach building inspections, the CRA will inspect the work to determine the satisfactory completion of the work. Init s Page 3 of 8 710 North Federal Highway, Boynton Beach, FL 33435 —Phone 561-737-3256 Fax 561-737-3258 www.catchboynton.com 00721477-1 Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the CRA Board. Applicants must submit an original, "hard copy" application with all materials to the CRA for reviev and approval by the CRA Board. Applications will be considered on a first-come, first-served basis. Application packets must include the following documentation: 1. Written detailed project budget describing the improvements to be done to the property. It must list all project costs for which the applicant is requesting reimbursement. The project budget must provide a total cost of the project H. Cost estimate(s) from a licensed contractor(s) as specified in the applicant's project budget Copy of Warranty Deed l Copy of Lease (if applicable)o6 Plans or sketches if applicable Site plan and plant list for landscape projects Copy of permit receipt. If the permit has not been applied for prior to submission of the grant application, a copy of the building permit receipt is due within 90 days of grant approval '8. A minimum of four (4) 3" x 5" color "b fore" photos of the project which / must include "public views" k In h1Signage design with colors materials proposed if applicable Project color chips, material samples, and material specifications, if applicable specifications. ATTACHED FORMS TO BE COMPLETED: 11. Completed and signed applicaticui. 12. W9 Form (attached). ( 10 hK ) *City Planning & Development Dept. Acknowledgement Form (attached). *City Permit Dept. Acknowledgement Form (attached). *The above referenced City Forms must be completed and submitted to the appropriate departments located at City Hall 100 E. Boynton Beach Blvd., Boynton Beach, FL 33435. Phone #561-742-6000. Ill. REIMBURSEMENT PROCESS Disbursement of grant funds shall only occur when the following documents are submitted and all other required conditions are met: 1. Invoices, receipts or other acceptable evidence of payment from all suppliers and licensed contractor(s) that have been marked "paid in full." Proposals for "work to be completed" or "bids" are not considered proper documentation. Each item will be supported by a cancelled check showinq the face of the check, as well as the back of the cancelled check. In ' Page 4 of 8 710 North Federal Highway, Boynton Beach, FL 33435 —Phone 561-737-3256 Fax 561-737-3258 www.catchboypton.com 00721477-1 The only forms of cash payments that are acceptable as evidence of payment are cashier's checks and bank transfers. A copy of the cashier's check to the payee must be provided as proof of payment. If payment is being made by a bank transfer, a copy of the statement from both payer and payee showing the transaction and/or a copy of the email/text verification from both parties. 2. A "final release of lien" signed by each licensed contractor. See attached Sample of Final Release of Lien form. 3. Proof that the work has been approved by the City of Boynton Beach Building Department. 4. CRA has received copies of final inspection approvals for all work that requires a permit. 5. Entire scope of work for eligible items is completed. 6. Applicant provides "after" photos. The Boynton Beach CRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be subject to production by the CRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. )TICE TO THIRD PARTIES: The grant application program does not create any rights for any ,-,ties, including parties that performed work on the project. Nor shall issuance of a grant result in any obligation on the party of the CRA to any third party. The CRA is not required to verify that entities that have contracted with the Applicant have been paid in full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which Applicant is directly responsible is sufficient assurance for the CRA to award grant funding. In4als Page 5 of 8 710 North Federal Highway, Boynton Beach, FL 33435 —Phone 561-737-3256 Fax 561-737-3258 www.catchboypton.com 00721477-1 APPLICANT INFORMATION Name of Property /} Owner: (j Email Address: Address of V(009S1 LL Property Intl 2ffi9/1r Jr �Ui� M) Owner: City/State: hro-'l C�UI,JI "J Zip Code: Phone # Day: Evening: Legal description of the property to be improved: Name of Tenant: "J I LU Lr I f CLQ � if Different from Property Owner Who Email Address: Name of Business: Property Address: I G Where improvements are being made. City/State: 11 Phone # Day: Type of Business: (,ee,;�a, a r a i Years of Operation: Evening: Number of/� Annual Employees: `l v Payroll: Number of Employees residing in Boynton Beach: Zip Code: � N� 15 — Ini' s Page 6 of 8 710 North Federal Highway, Boynton Beach, FL 33435 —Phone 561-737-3256 Fax 561-737-3258 www.catchboypton.co 00721477-1 2017 Facade improvement - Baciami $UBi4AnmNG AM APPU0&Ti0f,' IB NOT h OUAk ,NVEIR OF FLINI)INO eju 0101iL, 1 i cam) or 47 Witness —__ — (Dft)- Property Owneir --- (Date) STATE OF— COUNTY OF BEFORE AAE, an offloer duly-910orized by to adminietar oaths and t0w, acknowladgerneft, personally appeared i -T) .. /1 �''1 q l� a wersonal known to me or produced as d2enti lcation, iR scin ged he/she executed the foregoing Agreement for the use End purposes mentioned In it and that the Instrument Is hlsftr act and deed. IN WITNESS OF THE FOREGOING I have got PV. hand and offlclal seal lh the c and County tirforesald on this _ day ofi = �l �— 20.L2 NOTARY PUBLIC My Commisskm Expl JUANAWim= * MV COMMISSION / FF 172139 EXPIRES; October 28, 2018 ✓41VO W " Bal Thru D*1 Notary Servito PkV 7 of 710 Nm* Focht HW wmy, Hoynft Dow% FL 3305 • ® 561-737-3256 Fm 561-737-3219 SUBMITTING AN APPLICATION IS NOT A GUARANTEE OF FUNDING By sinning this Application, I acknowledge, as applicant(s), that it is the responsibility of the applicant(s) to READ AND UNDERSTAND all aspects of the Commercial Facade Improvement Grant Program and to comply with its content. (Tenant/Business owner's signature must be notarized) Hess (Date) fitness (Date) STATE OF FLORIDA COUNTY OF _? le-nant/Bu—siness Owner (Date) Tenant/Business Owner (Date) BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personallyppeared Sk who is personally known to me or produced as identification, and acknowledged he/she executed the foregoing Agreement .for the use and purposes mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this, day ofa►U✓ 20116 . NOTARY PUB My Commissio res: / 00721477-1 jPNIETRIEL �,�� " Notary Public, State of Florida $ commissio18952017 MY comm. exp' 85Far Page 8 of 8 710 North Federal Highway, Boynton Beach, FL 33435 —Phone 561-737-3256 Fax 561-737-3258 www.catchboyLiton.com 4!7/2017 DOROTHY, -Job. 11CHOwer, Search by Oer, Addrss eor Parcel iew Property Record Owners REALTY VII PSREG BOYNTON BEACH EAS VE Property jet -all' Lacatlon 1331 5 FEDERAL HW 102 Nunldpahty BOYNTON BEACH Parcel No. 08434528450010000 SubdiAtion EAS VENTANAT Book 28776 Paget 0 Sale Date DEC -2016 .k l R5605 GLENRIDGE OR NE Mailing STE 775 Addrtss ATLANTA GA 30342 1378 Use type 1200 - STORE/OFflCE/RESIOENTIAI. � �, r .t • � • M SRuare Feet 822044 A �t fit Rd Lag Sales Informadon Saks Date Mu 7 DEG 2016 10935000. µ� A Appraisals y = It Tax Year 2016 4 Improvemem value so S"' •. Land Vaine so C Taal Market Value Seo 000 000 �Y All values �rsYefJanuary Ist Asses xable values T- year Tu Year 2016 Assessed Value 568,131,888 .� Exemption Amount SO Taxable Value Sbe.131•BBB faxes Tax Year 2016 Ad Valorem 51,571,193 Non Ad Valorem $126.389 Tout tas 51,697.582 PAP A Seaich. PAPA Home r Ft F http://maps.co.palm-beach.fl.us/cwgis/papa.htmI?gvalLie=08434528450020000 1/1 LEASE AGREEMENT BETWEEN CH REALTY VII-PSREG BOYNTON BEACH LAS VENTANAS, L.L.C., AS LANDLORD, AND BACIAMI, INC., AS TENANT DATED DECEMBER 10, 2016 THE SHOPPES AT LAS VENTANAS BOYNTON BEACH, PALM BEACH COUNTY, FLORIDA 16M LEASEIFIIcCYRFyBd7!n—N Least Date: December 3&, 2016 Landlord CH REALTY VII-PSREG BOYNTON BEACH LAS VENTANAS, LLC, a DehswLv Lhnited liability compamy Ter&m B. cianxi, IM., a Florida corporttim PMML:--. The area known as 11-1411-1419 S. FcdfTI Highway, Boynton Beach, Florida 33435 containing 6,100 rentable square feet descrihvd can the plan attandhed as big put of the abopping center Commonly boons as Tho Sboppes u LAS Venlanos (die *SbMDtae Cell I, which is ORWW on the pmparty described in . The Shopping Center is port of a mired an development known as Las Veatanas, which is comprised of retail and residential uses, The term 'Shopping Ceaw lochtdea tK Metall portion of ate Property described In I&W B, together with the improvements thereon, including the Cult floor of the builder in which the Premises are located (the fig•), and such additions and other changes as Landlord may, fi m time to time, designate m being included within the Shopping Ccalerb"I A is attached hereto solely for the Purpose of hooding the Premises within the Shopping Center and depicting the general layout of the Shopping Center and Shap not be deemed to be a reprucatation, warrohty or agent by Landlord as to any infotmation shown %Cron oe that tar Stropping Center OF stores ba exactly as indicated therem. Teem: 126 fall calendar mouths, Phis BOY Pwtid mouth from the C Dote the c� of ate month in which the Commeeocment Date hB a Date and ending at 5W p.ra local time Qo the last Ca day of the 126a full calendar month following the Commatoe —t Date, subject to and et termination as provided m the Lease, inctidingft ltetao TC e T T,6c "CM0€40mtrtt Dale'° manna the Lease Date hfi "Mm Rent: Minimum Rent shall be the following amounts for the foUovvia of time: Annual Minimum Rent Rue Per Rentable- Square 96 (if a�licable) Pravailitht Rental Rate Prem lin is �g Rental Rale e accordance established in aeemdaace - - -- - with Exhibit K 1 —ha, e_ta,. . ewablisbed in accordanceI establislhed in axmdonce with Exhibit K with Exhibit K (COMA (c) Request for consent --- --- to (d) Conditions to Consent _ - - -11 (e) Attormnent by Subtanants-- ----- -- (1) Intentionally Omitted___.__- 11 - -- (g) Additional Compensation-- -- ---- — Il (b) Permitted Transfer$ 10. Insurance; Waivers; Subrogation; Indemnity-- 12 (a) Tenant's Insurance --- 12 _ (b) Landlord's Insurance 13 (e) No Subrogation; Waiver of Property Claim_ _ - 13 (d) Indemnity ---- ----- - -----13 (a) Cost of Landlords Inaurance----- --- -- -- ---- - l3 11. Subordination; Atsornment; Notice to Landlord's Mor4maa-- (a) Subordination -------- - 14 (b) Anornman - -_� _ - 14 (c) Notice to Landlords Mortgagee (d) Landlord's Mortgagee's Pmtecdoe Provisions-_-- -- _— -- ----14 12, Rules and Regulations 14 13. Condemnation 15 (a) Total (b) Partin Tiding - Taunt's Rigbb-- 15 --- (c) Partial Taking - Landlord's Rigbb --- +15 (d) Terop+my 7*ing---15 (c) Ate- - --- -- - - - - --- -------15 14. Fire or Otber Casualty___ ---- - - - -----.--- 15 (a) RepairEatrmete_ -- --- - (b) Tenant's Rights-____ 15 ----------- (c) Lntdlord'sRigbts_-_-- - ]5 - - - (d) Repair Obhgation (e) Continuance of Tea mtk Business; Rental Abatements 16 15. Taxes--- -- - --- 16 (a) Personal Property Taxes----- v16 - (b) T -,e - - --16 (c) Tac Consultant; Contest of Taxes by Landlord-- - _ 17 16. Events ofDrlsult_ - ------ 17 (a) Payment Default ----------- 17 (b) Abandonment 17 (c) Attachment------ -- 17 (d) Estoppel (a) Insurance - 17 (1) Mechanic's Luau - --'-17 -- - (g) Other Defaults----_- - - - — - — 17 (h) I—Nency__ — ---- -- 1g 17. Remedies S gC91 LS �i AWM PPR (P1L'91 LS L1'6L=1 MM %f am "pow S L'I g pa+y patagJo apwgS L9' I ►S'ZT 2M RRO "W wla0a�1!!>r aiar�at em'Si9'L3 IMS Iraop!ppy MSaa aawmayy Parte 4 POI'M palsafpw aq IpW q= ' 'Doi apJo � � � M-faTd + W Iy� g�qi 2IJo taaa�trd dppaoae t pu R� � ,BJo auawtsd �,� auno-V aaavmrv! Q4r17 lumul A aSmlaa!mA s0enard "°J aSrSq, °-V aotam0, 29 Jaw (76£) M--d aaa>Ir r aq1 awa i —W1 Mi MPft e`olio9 MA �I �� ay1 eSo� RWM JW L9' I iVZ3 jM2q SM Jo SpIb aaaepuoaa8 pw2d 'ZI q_ Par _A�' w 'gawa 'rayea�cp aua j a;l gujmp �W. a•p) Cl WOW "0"T'�^w! par R8n41 I "M :2"0°®oi9 WWIta•r pouad aq1 joj jipmroQ QU'OOS'OES aa� towmoJ ur papuotd Sy WaalM#W of Iaafgm w '�I OPP �9�'�` a�S �0gmda� S,mwoat 'U" oodn 1a!palq aq drip par M of laaj aawn6S atiogt " M �J lmdd®4S aY1 al pow SiSnaadd a(9*aui Jo aagaaia alp aan alwlad!1c laaaoat paw pmipas7 •japan j IgddogS aqt w 1aV aanbz MOM 9WZf n (q) 6q a,A0ga paww = SaNwwd ay1 a'°"6e m w1 a[grlaau Io jagama ag1(e) acapuup Aq paalrM � aT St q+!9j► '761�b'1•f atraonjodauds las !aw!'a9 -OWN awl. 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'pwM PwgffV d ,ON $V 69799'ZIS -imodDa4!mwS 7I 1!0.a4x3 Rl!M aaurpjoaaw w pagSM9oKa aq oj, (alxlwa! 1!) 9i•Z-LS[ JI 1!QniY3 ql!M aauepjoaae ut Pa4gl9ra� aq o a 9ZI-[ lunowy la 6 apYOid aSea"i (9an I �Iraj131. a'I1'al4°a!Iddo -) quiod-j" salmon up jano 769 :210H 1_11 a8waus,ad �tQ9r a9 Buts 01-I r<IMN awwa'i Xg MWH UWAka11N acp in.ffMj0MLIM 2V 01 l-fgnS • qla— MPKI Was joJ algra!Iddr am Mag w"vqpq "seat OR4 Jo -nMp _NP Sma!M=pp Jo -60" 'MY WON --I � �pIMp M zq m U qS q� mm app Jo Cop 1Saj ag101 WM waoaaaaanaoa aq1 am9 w Jo Rap Mg ay1 wo __lau Sapp 'Mapp U-par) t I: llaunp apuo0a an, a 9 mq ANW—AM. wim sail 'MWA PME Sd Termfs Address: Prior to C4uLmuuxoum2 Date: 630 Anchor Pout Delray Beach, Florida 33444 Attention Steven Pellegrino, Sr. Tele -phone: 401-952-5111 Tele copy. 561-274-0411 Landlord's Address: For all Notices CH Realty VH-PSREG Boyatoo Beach las Vemanas, LLC. CIO Southeast Centers, LLC 1541 Sousa Drive, Suite 300 Coral Gables, Florida 33143 AOKnd m: PmpcM Malinger Teleplwoe: 561-347-089 Tdesopy. 561,347-1669 Following Commencement Date: 630 Anchor Point Delray Beach, Florida 33444 Attention: Steven Pellegrino, Sr. Takpbcne:401-952-5111 Tele copy: 361-274-0411 With a ropy lo: CH Realty VD-PSREG Boynton Beach I= Wallow, L.LC. 3919 Maple Avemre Dal4s6 Texas 75219 Attention: Asm Manager — Lac Vemmss (Retail) Telephone: 214fi614M Tclec :214 15.0949 The; foregoing Basic Lease Information Is incorporated into and made a port of the Lean identified above. If any conflict exists betaa any Basic Lease h*rmation and the Lease, Iben the Lyase shall control. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) LANDLORD: Printed Name - TENANT: Lok' C13 REALTY VII_PSREG BOYNTON BEACH LAS VENTANAS, L.L.C., a Delaware limited liability company By: PSREO Lac Ventanas, LLC, a Goorgia limited liability company, its manager By. Pollack Shares Rai Etaate Group, LLC, a Georgia limited liability company, its wager By: Namc: Title: BACLAMI, INC., a Fkrrida N Leven Pellegrini, Sr. Title: President 1. Definitions and Basic Provisions—___ 2. Premises; Construction (a) Last 0rarA__ (b) Construction and Acceptance of mmises (c) Tender of]Possession. 3. Rcpt 2 (a) 2 (b) 2 (.) P --Rage Rrii_ 2 (d) Glass We$_2 (e) Salts Reports and lk=;�is_ —2 (f) Additional Rcrit- —3 4. Delinquent Payment; Handling Charges S. Security Deposit 6. Common Am---- 4 (&) Common Area— — 4 (b) Con— Area Charge_— 4 (c) Right to Convert Method of Reimbursement for Conunoa Arm Costs 4 (4) Retail Am& Experaws_ (e) Tenant's Proportiortate Sham—, 7. Improvements; Alturabons; RepaK- Maintermcc-, Utilities (a) Improvements; Ahentions- (b) Repays, Mairr6osaece__ (c) Performance of Wolk_ 6 (d) Mechanic's LIcns__ (t) Use of Roof_ 7 (f) Sips; SIM PTOnu 7 (g) Utilities_____ __ - __ I 8. Use and Cam of the Premises (a) Use and Operstionk_ (b) Impact an lmwwxe__ (c) Linlibdions on Operations—_ (d) Cam ofthe Premises (6) DLv*WftKJl(s—__ (f) Permits and Lkenses (g) Intentiottally Omitted (h) Open for Business (i) No Solicitations 6) Compliance with Law Assigrunent and Subkttb)&__ 10 (a) 10 (b) Consent S*nftrdB_____ (a) Termination of Lease - — _ — __--- 18 (b) Termination of Possession — — —.--- — 18 —18 (e) Perform Acts on Behalf of Tenant -- --_ (d) Suspension of Services— -- — —„_--. 18 (e) Dis4ess for Real — _-- -- 18 (f) Alteration of Lodrs--------_-------------_ -- —19 18. Payment by Teoaat; Non-waiver, Cumulative Remedies ,-- 19 (a) PaymaR by Teasel--------.-- 19 (b) No Waiver __—_-- 19 — (c) Cumulative Remedies --- _---- �19 (d) Tenant Waiver-- ------.—__—_-- — —19 14. Landlord's Lien 19 20. SurremderofPremises 20 21. Holding Over— _ — —_—__— 22. Certain RWO Reserved by Landlord— -- —20 20 (a) Shopping Censer Operdions —.—-------_ — 20 (b) --------- -- (o) Prospective Pw bmmm and Leaden.— .- ----- _ — 21 (d) ProrpectivaTenamb- --- -- - —_ --. -- --21 23. brtmtiooally Omitted —---_.-- 21 24. Miscellaneous 21 (a) Landlord Transfer - 21 (b) Landlords LiabiNty 21 (c) Forcc Mryeure-- _ 2I (d) Bmbetage----- --- ----- 21 (a) F.abppel CettiSaxs -- — — 21 — (f) Notices - 21 --- (g) STuabft ---- — — (h) Ammdmerm; Binding Effeck No Eleehooic Records ---'—'22 0) Quid Egjoymeot _22 — 22 G) No Merger____ — 22 (Ir) No Offer 22 (1) Entire Agrnem mt — 22 _ (m) waiver of Jury Trial -- 22 — (a) Governing Lao► _ 22 (o) Recordirf&-- _� - 23 (p) Plater or Mold Notification —_ 23 (r) Joint and Several Liability__ _ _ — 23 (r) Fi mddRoporte __ --- 23 (s) Landlord's Fees -- _-- (t) Telecommunications___-- ----- —_23 23 (u) Cmfideotialiq _ 23 (v) Taaant's R,estriedea ----._—__—._-- 24 (w) Autbm+ _.--- --- -- 24 (x) Haurdom Mauer9ale_^ u . — --- (y) List ofExhibhs -- ----- _-- 24 Ar..l WP - (a) Prohibited Pmons and Ttwuacdons — 25 (aa) Radon Notice--___--- --- 25 25. Odrer Provisions------ (`) Gu—ty— ---- (b) RestaraaaRProvisiom—_-.___--- -- (c) Salo of Alcoholic Bcversgea .—_ (d) P.xdusive Use Right-- — (a) Outdoor Sating_ ---- (t) Valet Psvldag_ 1w17111r.V'q Additional Affilieft Basic Lcis--e-Fnfi—n4witi Breakpoint Amount Building______ Building's Structure --- Building's Systems casualty—..--- 17 Code Modification-- 10 Collateral — 21 Commencement I Common Am 4 Common Ares V Common Area Cogs 5 Damage Notice_— 17 Default Raft 4 Estmnsed Delivery 7bj—ft7— --I Event of Default if FW UMN Ow 13 C -:F — -- Grew 28 Gross Haar Incidel Indemnified Parties 33 Indemnified PwTy___ 33 Initial Liability Insurance Amount Ji Initial Mm6ly Payment of'Rent-- iiiInsurance Colft 15 Landlord -1 LandIor&s—MO—"9-49-- is Landlord's Violation --- 30 Landlord's Work i Law tease Date Lem Month LARN Year LAW 1.�UnKwi -- --- Monthly C— A— Chwp-- OFAC Outdoor Seating A-- Perowtage Rent — Peroanage Rent Rift Permitted Trans&T Permitted Transfene-c— tiff 33am (condmoo Permitted Use Prcwrl ng Rental Rale — K-1 — Primary Lease — Is — Pmcblist Items_---^— Rent __ G-1 p Transfer Restaurant Personal Property Restricted Mea — — —' ag 26 — _ Restricted Use -- 30 -- Retail Mea Expenses__--- ___-- s Retail Parking Garage—_ —_ Sec-ity DR—it— --- Shmiag Cooter -- — 31 ii k Taking___ 16 Tangible Net Wort--- — 13 Taxes lE Tel000mmtmieatioea Services Tenant — Tenant Tenants Off-Premkm P.gaipment — -- Tenants Proportionate Share - -----I Tenants Work.— .—Term --- Term Transfer UCC --- --- 21 Valet Licenx _ 31 Valet License kioura_ 31 Valet Partin-- VakcParty- LEA� This Lease Agreement (this " ") is entered 'ado a of Mr. U. 1011S, between CH REALTY Vp- PSREO BOYNTON BEACH LAS VENTANAS LLC., a Delaware limited liahifity company ("[Mdlord•), and BACIAMI, INC., a Florida corporation ("Thant•), 1. Ltedltaitlaas and Bank EM3*dao. The definitions and bole provisions set fortb in the Basic Less Information (the "Buic Lase ! ") executed by Landlord and Tenant contemporaneously herewith are incorporated Iterein by refercom fbr oil purposes. Additionally, the following terms shall have the following meanings when used in this Lwe: "AMatr" means any person or entity whiehti diecdy or indirectly, controls, is controlled by, or a under common control with the party in question; "BrBdtat's Stnwwre• mens the Building's exterior walls, roof; elevator shafts (if any). footings, fowdations, gtrueraml portions of load-bearing wails, structural floors and subfloors, and mraenral columns and beams; "Balldue's Svumean" rtleats the Buildutgs HVAC syglem (if it reruns porticos of the Shopping Center in addition to or other than the Premieres) and the Buildings life -safety. plumbing, electrical and mechanical systems; " memsiaeludimg without 'fir" means all Cedeeal, stale, end hal laws, ordi acmes, riles and mVuh lions, all court mdea, governmental ental directives, and governmental tutus and all interpretations of the foregoing, and all restrictive covaardr affecting dda Lease or be Shopping Center, and "J&r mans any of the forgoing; "11ssyt's M PrIN-hu Ewwdwmeur mans any of Tauams equipment or other property that any be located an or about the Shopping Center(dlxr than inside the Premise); and "Ttssaat Party' means any of the following persons: Tensor; cry sssipuees claiming by, throogh, or under Tenant; any subleents claiming by, through, or order Tenant; and any of their respective ageou, contractors, co ployew, licentnxa, gums, and invitees. Premkex ConYCY6SgGU. (a) f.enae Granth. Subject to the terns of" Lessen Landlord lenses to Temam, and Tenant leases fiom Landlord, the Premiums. (h) C If 9jWbit D hereto provides for Work to be performed by Laadlord, then Landlord dull eonelnmct improvements in The Premises b the extent provided in Exhibit D (such Work, if any, to be perfonnsi by Lardhwd being herein sometimes mk cd to m ' 's Work"). Tenant doll accept poness ion of the Premises upon Landods teach of possession thereof b (with Landlords Work, if soy. Substantially Completed) std alas diligently perform the World if any. requianun red to be Performed by Tenant pursuant to Exhibit D (such Work, if cry, to be performed by Term, being herein somdhrns referred to as Tenets Wart') in accordance witht�j and Exhibit D and install its funs, famiture and equipment. Tenant shall pay all utility and similar cosh inenmred in performing Ttmemts Week By initiating Tenants Work m the PtO06M (or if no Tcmmnft Work is to be perfumed by Truant, gree by oanapybtg the Premises), Toned shall be deemed to have accepted the Premises in their condition ax of the date of such initiation of Tenants Work (o the date of such occupancy, ss the we may be), subject to the paformunce of porch -list items that remain to be performed by Landlord, if any. Occupancy of the Premises by Tenard prior to the Commencement Date shall be at onot b all of the provision of this Lase excepting only those requiring the payment of Minimum Rent, Percentage Rent and Additional Rent. (c) Tender of Ponesdox. Landlord and Tenant ardkipate that poanunion of the Premises will be Headered to Tenant in the condition required by this Ilse on or about the dam that is tree business days after Ike Lease Date (the "EVIISH&W Degrery Date'). If Landlord is moble to tender possession of the Premises in such condition to Teraat by the EsWnmad Delivery Dna, then (1) the validity of this Lease abed not be affected or kupa'Rd thereby. (2) Landlord small not be in default bmundcr or be liable for damages tbcmfor, and (3) Tenant shell accept poanssior of the Pmeofses when Leedhord enders pooeuion dxnof to Tenant. Within an days after qoU by ImxIlord. Tanen abaft execute and deliver to Landlord a letter substantially in the farm of hereto confirming (A) the Commencement Date and the expiration date of the initial Team, (B) that Tenant has accepted the Premise, and (C) that Landlord has performed all of its obligations (if any) with respect to the Phmdm (owept for drench -list irons, if any, specified is such letter); howem, the failure of the parties to execute such letter shall not defer the Commencement Date or Otherwise invalidate this Lau. Teamnt sball firman to Landlord a certificate of oocepancY fiom applicable authorities before commencing business in the Premises. This LLase shall crenle the telotionaiip of landlord and tend between Landlord and Tenant; no caste doll pass out of lmdlotd, and Tamm has only a uemf W which is not abject to levy or sele. Landlord discloses to Temam, ad Team acknowledges, that Landlord is the owner of resod of the Building and of tbe Premises and that Southeast Caren, LLC (the "Meager") is gmbmiged to targe the Building and the Premises on behalf of Landlord. The address of Landlord and the address of the Ma qw an each on firth in the Basic Lem Information 3. RML (a) Enmen Terata shelf titeely pay to Landlord Rent, with" notice, demand, deduction or set-ofF(except as otherwise expressly Provided herein) by good and afiicient check drawn on a national banking association, at ImWord's addren provided for in this Lease or as otherwise specified by Landlord and shall be accompanied by all applicable state and local aalea or on tate. The obligations of Tenant to pay Ren, to Landlord and the obligationsof Landlord ands this Lenge ere' nedepemdad obligatioeaa (b) Mltdtwwss i L& LL Minimum Rem shall be payable monthly in admom The fast monthly installment of Minimum Rent shall be payable coutempoearteotuly with the mcceution of this Lease; dmaesfier, subject ro the tans of Minimum Rad shall be payable on du fast day of each mnedh beginning on the first dry of the twcard Lease MooU L The monthly Rent for ANY ]martial mQWh at the beginning of the Tam shall equal the product of 11365 of the annual Rem In effect during the Partial rtaonei< and Ifc fir of RETAIL LSE, Page I Z lima '39"1-IIvJ.3s V—.L 'MfW.K55g u! 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Lblvw9 algaa!ldde ati XuUp qmm (t) Lq PamouaiaP aq Iis4s _J 041 u!41lm ft!nsJ mM Asa lepwd Lus Jo; olslf a8a1t»siad 'a!Isieio;al Meari Voll agl m Pawls 2" ma% a2qma=d all Lq twouw qaa WICI 11nm (Z) W41 pug 'leak mimalso npa!twd alp JOJ (olaiay pamJap se) n1aS tunas) I"m ap =4 uopmwji l 260al 0ls:H Mp m Pam* aewutV iu!O�H al4sa!pkb AV ftt--ggas (1) Lq pau==W (.3 .) Iola a8quaaiad'awJ a4t 8auagt Jaad mpnalrJ tpwa Jo; 'WolPurl o1 Lad UNs ismaJ.'loay tneoaluryti of Y0lIIPPs ul l (a) •paiuwad pJrylm!s aq Ilgs anal vp Jo pua aqt is gmoau mpaa!va lwcp!ias9 Las _j wag ;o pa_"d 'aistI u®waao==o:) am ao aW aq ilsgs Pus 44waa Iwumd am a! sAW Proportionate Share of Retail Area Expenses, as fret forth to Section 6(d1 (3) if applicable, Tenons Proportionate Shea of Common Area Costs, as act forth in S 6(cl, and (4) say other monetary obligations due under the teams of ibis Lase. 4. Ddim flit Pattererat: BXMWna_Ckames. All payments required of Tenant hexemad r not received within three bh t&— days of the duc date sill bear interest fiam the due does mail paid at the hater of eight paoent per aurum or aha maximum lawful rate of'merert (such leaser draciu t is relen to herein as the 'Ddamlt [taK1' additionally, Laadiaod, in addition to all other rights and rnreexlies available to it, may charge Temmt a foe equal to fere per oeoa of the ddntqucw payment to reimburse Landlord for its cost and inconvenience interred a a consequence of Teosol's delinquency. in so eveay honever, than the chmIlm permitted under this Scadon 4 or elsewhere in this Lease, to the excess they are co nstwered to be , - - under applicable Law, exceed the msodmom kwfal rate of Interest. Notwidurtanding the foregoing, the late fee referenced dew shaU cot be duaged with respect to the fast occurrence (but nes any subsegsent octxrresce) during any 12-maslh period that Tenmt Will to mdse paymaat within three business days of the doe date, until five days atter Landlord delivers written notice of such delinquency to Tenane. 5. Seeurtty REMOL No late than thirty days after Tenant opens the Premdsrx to the public for business, Tenant shall pay to Landlord the Security Deposit, which shell be held by Landlord to assure Taaam's Performance of ils obligations ander this 1.ease. The Security Deposit is not an advance payment of Rent or a m nsmre or limit of Landlord's I get upon an Event of Dchuk (as defied liaeio). Iandkad my, hum time to time Mowing an Event of Defsnk and without Prejudice w say other Moody. one all or a part of the Security Deposit to parfonn say obligation Team falls to perfotn hereunder. Following may such application of the Security Deposit, Teaman shall pay to La dked on demand the amamsht so applied in order to mum the Security Dapesit to its original amouuL Subject to the reqs o& and conditions Insposed by, Laws applicable to aeeurity deposits under commercial lessee, Landlord shall, within the time rwmbed by applicable Law, return to Terant the portion of an Security Deposit renaming ager deducting all daueppes, charges and other amounts permitted by Law. Landlord and Tend agree Ins such deductions shall ieclede, without limitation, all damages and leases flat Landlord los a dkmd or that Lndlord reasonably estimates flat it will suffer as a retuk of any breach of this Lease by Tenant. The Security Depoak may be commingled w)tb other hands, and no interest shall be bald thereon. If landlord Infers its interest in the Pranhea, Landlord will assign the Security Deposit to the transferee and. upon such trarofor and the delivery to Tenant of an aelmowledpahew of tha transferee's resporoibility far tie Security Deposit as provided by Law, Landlord thereafter shall have no farther liability for the return of tae SCMdtY DgMWL (a) Genoa Area As used berein, the `Caahaios Ates^ meam, the part of the Shopping Center designated by Lasdlsrd Jim time w time for the common use of an tuts, irchallag lokog mem, siderwnYn, landscaping, cuts, leadbhg areata, private streets and alleys, lighting facilities, baowsys, mane, and testi ons, esti of which are subject to Landlords sole eontuL Landlord may from time to time: change the dime nsn an iod location of the Common Ara, ansa wail as the location, dimaaiona, identity and type of boilditp{s; entstruax additimmal buildings or additional amies on euisting buildings or other improvements do the Shopping Canter and combos buildings. Tenant Mad its empioyeea, cnstomers„ A&enmts, licensee, and c'es"Mirca mhao have a non-exeleaive liaaae to use the Common Area in conhma n with Landlord, other tenants of the Shopping Center and other Persons Permitted by Landlord wase the Same:. LaodIwd may promulgate and modify fissn time to time nda and regmnlatiam for the safety, care or cleanliness of that Shopping Center witch shall be compiled whh by Team and its e:mpbyces, agcnts, modurs and invitees. Landlord may temporally close any pare of dune Commea Asea for such periods of firma as may be necemar y to prevent do public iiom obtabanS prcwr* vv rights err to Salle repairs or aherabon,. Landlord any daigoate areas w which Tenant's employes shall be required w perk, and Tmart shill cause its employees to park in such emu. (b) momma Area Chat4e. During each moolh of the Tear, Tenant shall pay a atm oqual to ou"welRh (1112) of Tenets then applicable auaal Common Area Charge (the 'MORMY Comeau Ares Q=') moodily 10 nmdvenee, concurrently with Midmo m Rent. The anand Colman Ara Charge for the Fire Lease Year AW be &a -mW Common Area Charge specified in the Basic Lease hnfbna mon. Commerteing on the GM dry of tock Lorene Year f000wing the First Lease Year, the trental Common Area Cloge shell increase by three parxrht (3%) over the snatal Common Asa Charge for the previous (ease Year. The Common Aro Charge represents Tenets sham of Landlords coat (or contribution) w own, operate, administer, anmge, nsmtahL replace improve and repair the Cannon Area and incudes, without hesitation, the items specified our (odkctvely. ` Ares caw'). The foal Monthly Common Asea Marge shall be payable I , , 011nly with the tatecedon of Ibis Lease; thenafla, the Monthly Conm = Arca Charge shall be payable on the first dry of each mouth beginning on the fust day of the second Lease Mouth. The Monthly Common Asea Charge for any PadW Montt at the be giahning of the Tam shall etlud the product of 1!!65 of the banal Common Arms Charge is effete during the partial moroh and the Member of days in the partial month, and slaty be due on the C,omanefmxmerrt Data. Psym ad of the Cwtmon Area Ckerte for any finnosnl calendar month at the end of the Teem than be a odady prorated. Tenant acim miedges and agrees that Tea,nt's Common Asa Close is an agreedW- anonmt, adjusted amorally by Fatd Percentage and not Subject to aerial costs; it is non-coawiable, not %=( to review and skied only to the adjustment as set forth in this Section. Team stall have no sight to edit Landlord's boot® and records. (c) amt to Cenya_rt Method of Rdnimneaaent fees Casamvoa AM Cahn. Notwithstanding anything contained m this Lease to the contrary, Landlord nay. upon shiny (30) days' notice to Tenant, convert the method by which it is ndmbo need for Common Area Costs in accordance with the folowi®r Tonant stall pry its Proportionate Share of the Cocoon Aron Costs, as Additional Rant. Ttmaort Peap3rtioasgc: REY/JL LEkF- P&p 3 Stmt of Common Area Cats small be paid in monthly installments, concurrently with MWmom Ram, based upmi Lamdlordi good faith estimate, Gam time to time, of Common Ates Cosa. Tenaza's initial payment is boxed upon LaodImd% extimew of Common Area Costs for the Lease Year in quesdoc, and the monthly payments thereof (and fume payments) we subject to increase or decrease as deternmaed by Landlord from time to time to reflect an accurate estimate of actual Conraan Area Cato. Within 120 days (or a ressombk time thereafter) after the end of each aleadar year, Landlord shall deliver to Tenant a aormeot of Common Area Cosa for such Calendar year and Tec ast stall pay Landlord or Landlord shall credit Team (or, if such adjustment is at the end of the Tam, pry Tenant), within 30 days of receipt of each statement, the aroma of any excess or deficiency in Temamfs payment of its Proportionate Share ofCommon Ares Costs for such calendar year. (d) Retail Am Ex msm During each mouth of the Term, Teton shall make a monthly payment to Landlord epos to 1/12 of its Proportionate Share of Retail Area Expenses (m defined below) than will be due and payable for the foal tax year or calendw year, as applicable, in which such rraa-1 occurs. For purposes hereof 'Re -MO Asea Emeasea" shall nrcen, collectively, the Taxa and Insurance Casts. Tenant authorizes Landlord to use the leads deposited with Landlord wader thk $W{ipgp_6fdl to pay the Taxes levied or assessed against the Shopping Ceozu and the cost of the property and liability insurance csnied by landlord for the Shopping Center. Each payment of Read Arm Expenses shall be due and payable at the same time as, and in the same meter as, the payment of Minimum Real u provided I , 1 Tho initial monthly payment of Retail Ara Expense.+ is based upon Landlords good 6ith estimate of (m7 with respect to Taws, Temafs Proportionate Shut of Retail Area for the tical tax year in which the Coat Date is to occur and (i7 with respect to Insurance Costs, Tenant's Prmpoatmos a Share of the estimated insurance Costs for the remainder of the fast alesder year. The monthly payment of Rawl Area Expenses is subject to increase or I, -- - as determined by Landlord b reflect accurately Temnt's Proportionate Share of Taxa and/or lawrmee Comm, as appbmbk. If following L&%Dotds mceipt of all Tax bills and/or bills for the insurance premiums for the applicable fine period, Lam lord deleneioes that Tmaefs total payments of Reuil Mas E:paua far such period we Was tban Tema s actual Proportionate Sham of time Retail Area Expenses, Taaaa shall pay to Landlord the dit6ereoce tpoo dry if Tenant's OW payments of Raail Area Expenses exceed Teaant's actual Proportionate Sham of the Rawl Arm Expenses, landlord shall rosin such crops and credit it to Team's Ihbra payments of Retail Arm Expenses (unless such adjustment is at the end of tbo Term, in which evens Landlord shell refund such excem to Tenant). Any payment to be made pennant to this Section with respect b the real estate in yew in which this Lease commterrces or tentitiles shall bear the nine ratio to the payment dot would be required to be made for the NO tax yew as dot pan of such tax year covered by the Term of this tsar basis to a fug tan year. (e) Temat's Prosordnate Spars. Notwilhsmodiag my contrary provision hetet, in calculating Tenants Proportionate Share of Retail Arm Expenses, the following provisions Shull apply. (1) in the ase of Insurance Co" Tenures Proportionate Share of Landlord's cost of casualty intarance shell exclude tion time rentable area of the Shopping Curter (used in the calculation of Tem oak Proportionate Siwe) the real" squire AM of my budding is the Shopping Center which is Separately iasaed by the tenant of such bw"ldiag, and which teem as a result does we contribute to [andkoft oast of casualty iessmw, and (2) in the can of Taxes, Tamer's Proportionate Shat of Taxes shall emzehmde from the rentable area of the Shopping Center (wed in the calculation ation of Teamt's Proportionate Share) the rentable square fax of try leased bwlding in the Shopping Center which is separately amused and whose tareat pays such separately amused to amount parazrant to its Wase in Na of paying a Proportionate Shut: of Taxa assumed fru the Shopping Cense as ■ whole. If beading, we added to or removed from the Shopping Center, or addltiond mea are lased to lomamts whose remtablc square footage is excluded 6nm the rentable area of the Slopping Center metier the forWiag cakulations. Tenant's Proportionate Stare shall! be appropriately adjusted. lmosovements. Alterations~ Repairs: Maintenance: gti[Ides. (a) !®rave Mix: Afters amu. Except far landlords Work (if my) to be performed puemmut to ZWW!L (2. all alterations and improvements to the Promises shall be installed at Tents expense only in accordance with pias and specifications which have bees previously approved in writing by landlord. which approval shall be governed by the provisions set forth in this Socdon Wal. No alterations in or to the Preanis" may be anode without Landlonts prior wnuen content, which shall not be uuueasursbly wkMmdd or delayed; however, Lsmdtad may withhold its consent to my alteration or addition that would adversely affect (in the reasonable discretion of Landlord) Ila (1) BuildirWit Strumae or time Building's Systems (including the Buhldhag's rest ooms or mechanical rooms (2) examine appearance of the Building, (3) appearance of the Common Arm, or (4) provision of services to other occupants of time Shopping Cerra. All alterations, additions, and improvements stall be constructed, maintained and aced by Taunt, at its risk and expense, in accordance with all Laws; Landlords consent to or approval of any dterntio s, additions or iraptova- w (or the plans therefor) shall not constitute a repeeaatatbn or waQanly by Lividlord, nor landlordY accPI F,, that the same coaoply with sound aebituxtural andpor mgmeeriag practices or with all applimble Laws, and Tema shall be stalely responsible for ensuring all such (b) Renaft Maintoueea Tenant shall maintain the Pecmises in a ting ask and operable condition, and shall not permit or allow my damage to any portion of the Promises. Without line ting the foregoing, Tenant shall (1) maintain the interior wells and the interior swfaces of exterior walk (including painting and other oeabnet thereof). store fronts, pine Ow w hodows, lours, door claim devices, window and door frame, molding, locks and hardware, Boors, floor coverings and ailing, (2) maintain, repair and replace all plate and other glass, (3) furnish, maintain and replace all electric light bulbs, Obs and tube casings, and (4) main" all plumb ag and electrical systems and all ""amen (mckdiag all air canditioning, beating @M ver"tiog equipment) and features within or serving the Premises, Tenet's Of%Ptemiles Equipraaa sad all aroma, improvements and systems exclusively serving the Promises, in each case. in good operating order and amdidon and in socorduace with all Laws and the equipment mmufito magas' suggested service programa; and Tarot shall, at RETAIL LEASE, Page 4 its sobs cow I'M cxPp . make all neededera Tempi ahall ewer into a pnnWUtft reps sold � ball of ffie foregoing iteuoa If Latudlord elects, Lnodla d f®r ab,TTvieing all air conditicabg, service corttcact with s tatsnttenanm eons WAW approved by may enter (c) hosting and voaiEwwg equipment setving the 1`1100-11 At and Tenant sshhalurch a survro proportion ct covering Temamt%etiupal along with other naots� of�aS0101011, �br�d uaitao Dip, and PAY mpotfan a Shm of she coal thereof as Additional Rsat Tenant Shull keep all Plumbing resPmmbla for the cleaning and aasiotamrta � aEALmt tvise theux andseaand Tee. ft shall be Routed to io landlord upon request A copy o1; a Voaae trap ole and wee c OUM m prend ��jyy�� CTer 11 MP* or replace, a,tbject to Landlord's direction and gWcrvj5jM an slams to the caused by A Toot Party. ff Tetsant fills to metre weh Y Teams o ocn ilea ratite flour Landlord (or ankh longer Period as may be rcaammbly mquin d Provided l dil to perform rich negandlF-kcd ret M or replacerno m within ankh five busmoas-&y lead and e completion). thea Landlord rosy sloe the mom at T"W% cow If any each dmnoge axon outside of the Premius thea the may elat 0 fcPak s>chm Tenant -pair such damage: At Tenet's ertpease, rather than !� 71me reaSonabk coals of all maiaDanroce, repair or rcplAcemet work Pefaa►od by Team tbeteef r alar(! be Paid by Tenant to Iondlord within 30 days afhu Landlord has invoiced (d) PerfenMAftet Wast All sunk deseuibW in this, shall be Landlord or by cloa and subcontr eRn approved hm Writing by Landlord, which perforated naly by anreasotobly Withheld for cotswaaon godmaintain Approval will not y LsedW& Temant shall caoso all eorpractos And stbb o ton to the nesuranee eortr 1-4104 procure and mains uin insurance Landlord's m torch tly t coa0peay and Iagdlotd's asset management OOZY as add inseaeds mounts. And with ankh Tenon shall Provide Landlord with the identities, Minns, sold... y � mayP reasonably Perforin work or supPlyisg materials Prior 0 �eP� numbers of all notices of non rtapoustt>di o Mason1.� t� and Landlord may Post on and about the Premises Laws turd in a good And a�'a Lasa. Alt such work Shell be performed in Accordance with all Building's Structure and the t»aeer so as not 0 eteetuge the Siwppiug Ceara (iacJndiuuf:. the Pnamiaes, rte SYwems). All amb week which MY affect the Buildings Stsucture or the c� Peformed Laedl y the NNW uildmg's a of record, at Textmt% cspcnw and, s Landiorefs twat be performed by sne dby I- roc r for such work AU work atfeeon the Building roof Warranty on the roof. And will trot be pamitte d if it would void or renittoe the (e) ms's L Less. All wok Pcrfcrnw* mgaials fimtislted, or obligetioits or At the request of A Teams Patty shall be doomed authorized and orrard by Aad permit my mochmdc% !ices to be filed agaiaw the Premises, or the S Tetmgwnri oo1R Team t shall ora comPledua of fey such work, Tenon shit deliver to Landlord foal l footsconn connection therewith. Upon Wild MMOWM- drive �Pafotnod much work. If such a lien is filed, thm Totem shit, withiall n after Landlord ndlo d he de cc the filing thereof a Tenon (or earlier a necessary to prevent the forfato a of the Sbopping any itaA!W of Laodlotd therom or the hnpim dtioo of my fine with respect thereto). etbar (1) pay the Ahseunt of the lien and com the lies b be released of record, or (2) d Landlaad a bond or cher security reaa00MY U Y comm such lien ud deliver to action, than Landlord any pay the lien cyim, a to Landiotd If Tenant fouls to tiroe►y rein either such Paid by Tenant to Lmullned any lmd b it paid. irtciudin knowledge mid a them too days afar landlord has it iced Tnmt dmereeaPfa Ia�rtdl ��Tonall exchWkgm rohniossahip of -owner itdaliomhip is and andl be sold y that of "Landlord-tertetrt` ooatraetors, sAd"I S, ttrcdgnics, laborers t• aior � lmilar ) Acmtditrgl by exruracror or wfrcaotractor of Tenant or any other Ttmust Party l now or hmafler whh Teams, cry +applks err WuiPmmt wilt respax b Any Portion of the Proms, the fiwnwdm of any labor acnicm materials. with 00600 that they look a xchtsievely to Team w obtain 'MY tune roasts Teach, we �Y chog� ram b7 landlatd to arty lien hearts, Placed Pryrre°t Car norm. Nothhft hasein shall be doetttod s Wok Perfumed by or for Te on or doomed � � Shopping Coater or assacttrds intoes to mem dna to iaseeat ism b lPK any oattrActos or amr!>eewyea or nanteriahaap mY de>fead, lodmutify andatd hold Latdlotd 10 rerobtraK Tenant for any pon m of the cost of mcb work - d�s. causes of Action, milt, juftMn a, damages noir We "%bo'soleal Ls"dhxd and Ob Vents and & or front gid Agrimq all claims, from or t aWft 0 the 6nibue by Any Totem Party b forte any ( aaoaaeW fen) in any way h0etttrcd ormit the request of a Team party. This y metaials fwd, or obligations iris Lease, for order to oorgly with the P�ioaa of W 713.10 of Ito Floridaor expiration of provided that neither Tenant nor Anyone clsimi02 by, or. tarda Ter mt it y specifically °ss. subommscton, matW hnea, maleeicg sod . but trot limited m. mechasiea' or aeleriaimea% Vete of arty kind whatsoever up the shall �� say right a file or pyre any tberson, and ouch lies rue hereby speCffiallPPing Censer or iroprovememmis dot Tenon bas no power to subject Laadlordh All Parties with whom Tenant may deal arc put ern aortia ch—W, and all such Ntfereat to any occhanic's or tmteriahoea% Ren of any kind or persons so dealntg with Teaerri amts look solely 0 the ctedit of Tent, and not to Landlord a hdeat or meta• Tenant shelf deliver written notice of the fixogoing the D"I" anAdditioeUy rf requoted by Landbed. Tcum ahul Promptly exeeuteprovisdoos O� Pomona Landlmd notice Of no provided by I.rotdlard. reserved to Landlord and 1 The roof above the Premises is Out Pot of the Premiam and is a xcludvoly improvtmsemm on the roof wtitheta I mdlordg not go m the roof mr ionAll any attknoar satellite or Whet prior written Consent. Ten" imends 0 hu" the nectasary vowing RETAIL LEASE, Page 5 system for the pizza oven to be used in the P—nise and, for the avoidance of doubt, such venting system and the installation thereof shall be subject to the in.. and provisions of this Article 7. (g) Sleds: Store Fronts. (1) Tennent 21011 sot, Without l.adlord's Prior written Consent (1) Malan any changes to or point the acme fmat; or (2) WMU any adenine ligiuiig, decorations or pointings: or (3) erect or install any signs, harmers. window or door bunting. Placards, decorations or edvertWM media of any type visible from the exlerier or lienor of the Prermax All signs, decorations, advertising media and identification panels shall eI to the sign criteria Nuclei oe ExhM Sl. len addition, all silts, decarabons, advertising media and idatificst:on peoeb stall be febmicaled and inualkd at Terrors sok cast anti espeame and shall be subject to Laadlotds prior approval of the desico, tune, color. atataisl sad oonupasktion dtereof. Landlord tray designate a tsnitanh type of sign for the Sloppiest Center to be hsstslled mrd paid for by Tenant. L.andkod hereby a *wen the deign, sire, color, saterial end composition of Tenortra signage, as shows oa berets. Teoast shall, an or before the Commencement Dale, houill all sips in accordance with Egb_ibft F, 1. At the end of the Tenn or upon knm6atimt of Tamud's right to possess the Premises, or Won the removal of ahmatioa of a sips for may reesoe, Tenant shall repair, paint, and/or replace the building fascia m fade where signs are attached (2) As of the date bereof, there is no retail directions! signage or trommsenat signage in the ShWpiog Center. if. during the Tann, Landlord elects to install (i) retail direetiomal sig mge, Temmot shall have the right to instill ideudfication panels at a location within such daecdood signage mutually agreed between Landlord and Tenant and/or M meamm m signage, Taunt shall have the right to install identification panels on dee top pwel an both sides of such mom=m tat sig sW- Such identification panels shall be subject to the ptwi wen of Section 7(e1f 1) above. (h) Will Landlord dell provide and rainuia the facilities necessary to supply water, electricity, gas (if applicable), telephone service and sewaap: service to tine Premises. Temom shall be responsible for providing any meters or other devices for die u nine nertt of utilities supplied to the designated point of service. Tenant stall promptly pay all chin for ekwieity, water, gas. telephone service, sewerage service and other utilities firruished to the Premises (including all tap fen and similar arseaameus made in conoeetiog the Premises to such utilities) and any maintenance charge therefor. Landlord Ball not be liable to Taront, any Tenant Party or any muter person or entity wbat:oever, For abatement of tent as a result of, or for any other bin or damages whatsoever occurring in connection with, any interruption or More whatsoever in utility services, and Tennet doll comply with all provisions of this Lease notwithstanding any such failure or Interruption. Use and Case of the P mmisea. (a) Use cad Uoeratiow Termini shall eoothitiousiy oscopy tad we the Pronly For the Permitted Use, using only the Trade Nose, rad shall comply with all Laws relating to thin Lease swd/or the use, maintenance, condition, access to. and ocmpancy of the Premises and will no cosamit waste, overload the Butldhp's Sirocnere or the Buildings Syssems a subject the Premises to use that wouM destage the Premises Temant shall, in good faith, eootisuasy throughout the Tarn carry on in the entire Premien the type Ofbusiness for which the Premise we lased, operating Its business with a conVicte lime and sufficient stock of new merchandise of current style and type, attractive displays, and in an efficient and reputable manner so as to produce the mmxi hint arnoau of taros Sale, ass calt except doing rewoomble periods for repairing, clearing and decorating, keep the Prend open for business with adequate ad competent persomml is attendance no ka then farm 4:00 pus. to M p.m. every day eanept holidaM and during wzy Ober days and hour when the Shopping Center b generally open to the public for bmInns, except to the extent Tenant may be prohibited from being open for business by applicable Law. (b) Isuaa an Iaasnaee. The Premises shell not be used for any use that is disreputable, creates extraordinary fere bazmxk or reeu'" in an increased rate of isuniroce ons the Shopping Coater or its r, -, , or for the ware=s of airy Hawadous Materials (other than those in normal commercial and retail applications or sok! as retail consumer products and dim only in eomtipkiance with all Laws). It beceaso of a Tenet Party's sets or because Temsat vaatas the Pfe nises, the rate of iasaawe on the Shopping Cera or its contents increses, then Temaot shall pay to Landlord the women of such increase on demand, and Mance of such payment shall not waive any of Landlords other rights. In mo event soli this paagraph preclude Team fian operating an Italian - themed rauuurant with or without an open pizza oven, ar long as such operation is in accordance with all applicable Laws and the remaining provisions of this Lease. (c) Liarftatloi n an Ooertrtlaao Temam shall conduct its business and control each other Texan Party ar as nom to crate any OWN= or tmmmwnmbly interfere with other tenants, invitees, or Landlord In its management of the Shopping Center. Tenant sell not cooduc or operate within or about the Prentbes any (1) fire, auction, bankruptcy or "going out of budoese asks. (2) a "wbokeale" or "factory outiex" atone, (3) a cooperative slots. (4) a "second hand" wore, (3) a "flu market" store, (6) it "surplus" store, or (7) a store commonly refaced to as a "discount horse." Teoaa stall not advertise that It sib products or services at 'discount," "out -)rice Or'ctn- rate" prices. Tenant stall mot (A) permit any objectionable or mpkasaot odors to emanate fiora dw Premises; provided that this provision call not preseeta Teniae !ions operating an Italian -themed Motaaant (with or without an open pizza oven) from which odors that are typically associated with Italian mi"ine emanate; (B) place or pester! any radio, television, loudspeaker or amplifwr on the roof or aasidu the Premise or where the some can be scan or beard from outside the Building or in the Common Area: pwvi&d that Tenons shall have the right to cause pleasant RETAIL LEASE, Page 6 and mobjectiombie mosic consistent with a high -cod Italian -themed restaurant to be played at a low "baccgntmd` volume in the Outdoor Sating Ana (defined below) so long as such music does not interfere with the an of the Shopping Center by any other pounds therein; (C) place on adeps, owning or other projection on Ute exterior of the Premises; provided that Tlzmsnt shill have do risk to use the owning installed on the premises as of the dale hereof; but the repair and replacement thereof soil be the responsibility of Landlord; (D) solicit bovines or distribute Mallets or other advertising material in the Comalon Area; (E) take any other action that would constitute a wisanee or would disturb or endanger other tenants of the Shopping Center or umesonably interfere with their too of thew respective premise; or (F) do anything that would Wil to iglure the reputation of the Shopping Ceder. Furthemwme, the Promises may not be used in any mormer that world violate my exclusive use covenant or use restriction than in effect for the benefit of arty wool of the Shopping Censer or violate any restrictive covenants or other covenants and restrictions than affecting the Shopping Ceder, including the probibiled uses idendrod on Exhibit I If I.Andlord, in its sole bel reasonable discretion, incurs any expense it eounecdon with any Tenant Party's violation of this Section, Tenant dull im sediately reimburse Latdlad all of Landlord's reasonable expenses theretbr within 30 days following demand thcr f (d) can of the Preatlaes. Tenant shall Woe good arc of the Premises and shad keep the Promises clean, safe and five from deterioration and waste, and shall maintain the Premises, and conduct all business dwrehh, in accordance with this Lem and all Laws and hmN directions of proper police officials. Additionally, Ter®t shall keep the Premises and sidewalks, sexviceways and loading areas o4jecem to the Premises rat, clean and five from dirt, rubbish, insects and pate at all lima. Tenant will ,tore cep trash and garbage within the area designated by IADMord for trash pickup and removal, in receptacles of the size, design and color from time to time prescribed by Landlord and shall, at its sok expense, arrange for the reguh+r pickup of such tush and garbage at a frvqueacy dde mined by Landlord. Receiving and delivery of goods and mavhasdisc and removal of garbage and tush shall be made only m the manner and areas Bran time to time prexribad by Landlord Landlord any cringe forcollectim of all trash and garbage and, should Landlord exx le - soeh election, Tent shall pay its Proportionate Share of the east theeof as Additional Rent. Team And not operate an incinerator or burn bush or garbage within the Shopping Center. Tened shall, at Teases sok coat and expeam obtain and maintain in effect at all times a pat 001001 service to rcgulariy exterminate the Pnrmisea for all pests. Such service shall exterminate the Pnaaisa as necessary to keep the Premises reasonably fire Goin pats. If Tercet fails to provide such service to Landlord's reasonable sousfsctio0, Landlord shall have the right, but not the obtigalioo, to provide such peat control as Landlord, in its sok discretion, dams appropriate, and Team shag be liable for all reasonable coats thereof and all shall pay all such amounts to Landlord upon dcmmxL (e) Dismiss Windows. Team shall maintain all display windows in a nal, attractive condition (s determined by Landlord in its sok but reasonable discretion). and shall keep all display windows and exterior electric signs in Got of the Premises lighted Gem dusk ultl 10:00 p.m. every day, including Sundays and holidays. Landlord reserves Iia right to connect a0 canopy signs to the Shopping Cater, including Tamm%, so a common electrical hot controlled by Landlord, in order to control the hours during which such signs aro kept lighted, and, should Landlord exercise such right. Temut shall pay its Proportionate Share of all charges for the installation, maintenance and repair of such electrical line, as well as all electrical usage charges usociated therewith, as Additional Real (1) Permits and Uee s Tenant shall procure, at its sole expense, all pexuats and licenses nxpemed for its operations and the transaction of businw in the Premises. (g) Intentionally Omitted. (h) Open for Btsnsas If Tenant shall fail to (1)open for business to do public in the Premises fixtured, stocked and staffed as been providod on the Coarct fate, (2) open and remain open for business as herein provided daring such hours as herein required, or (3) maintain during such hays a staff of employees and stock of merchandise as hereto required, the mane shall constitute an Evert of Defsult hereunder without the qty of any notice thereof Goo Landlord to Tenant (i) M &Mcka§M Teaaat shall not engage in, nor permit its employee, agents. Affdtates Of east-- to engage in, solicitations, darronstratios or other activities Inconsistent with fast -class shopping center standards G) Comalixnce with I.aw. (1) LxlaWns Irws If any Laws in exists= as of the date of this Lease require an alteration or modification of the Premise$ (a 'Cada ModiReatlau•) and arch Code Modification (Q is not made necessary an a testlt of the aF -IS, use basing made by Teat of the Promisee (s distinguished firm an alteration or inprovemed which would be required to be rode by the owner of any building comparable to the Shappirg Coater irrespective of the we Maereof by any patieadar occupant), and (it) is not mode necessary as a result of any ahrrodan of the Premises by Tenant, then such Code Modification shall be performed by Landlord at Landlord's sole cat and (2) Guysrame ntai Reabdens — Landlord sapposIbLMty. It as a result of one or nrore Laws that are not in existence as of the doe of this Lease, it is necessary hon time to time drains the Tern, to perform a Code Modification so the: Shopping Center tat (i) is not made necessary as a tank of the specific use being made by Tenant of the Premises (s distinguished from an akwation or improvement which would be required to be mento by the owner of any budding comparable to the Shopping Center irrespective of the use thereof by any po ticuW RETAIL LEASE, Paso 7 occupant), and (ii) is not made neecomy as a remelt of any alteration of the Premises by Tenant, such Code Modification shall be performed by Landlord and Tenant shall pay its Proportionate Share of the cost thereof as Additional Rent (3) Governs= d Reraladow — Teaaat_Resoomdb0lty 1r m a result of one a more Laws, h is Deceeary from time to time during the Term, to perform a Code Modification to the Shopping Center that is made accessary as a result of the specific use being trade by Tamm of the Premises or as a result of any alteration of the Premises by Tenant, well Code Modification shell be the sole and exclusive responsibility of Tenant in all respecter provided, however, Tenant shall have the right to retract its request to perform a proposed alteration in the event that the performaitce of such alteration would trigger the requiranall for a Code McAificstioct. Asdeameet and Sublettins. (a) Truillk Except as provided in Scction 9fbl. Tama shall not, without the Prior written consent of Landlord, (1) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of hew, (2) permit any other entity to become Tenant hereunder by .nesses, consolidatior4 or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit dw truster of an ownership inlereal in Tenant so as to result in a change in the current control of Teosu, (4) sublet any portion of the Premises, (5) gran arty license, ewneessi wN or other right of occupancy of any portion of the Premises, or (b) permit the use of the Premises by any parties other than Tenant (any of the events listed is Section ftX I1 through 91!11(¢) being a " r) - (b) Coaseat Staadil . Landlord shall not tummombly withhold its consent to my assignment or subletting of the Premises, provided that the proposed uamsfaee (1) is creditworthy. (2) has a Good reputation in the business commmtity, (3) will use the Premises only for the Permitted Use and will mol on the Premises in any mouser that would violate any exclusive use covenant or use restriction that in effect for the benefit of cry tenant of the Shopping Center or violate any restrictive covenants or other cove, conditions old nestricum than atfbaft the Slopping Center, (4) does not eine in s business that competes with the business or any of tie then -existing tenon of the Shopping Cerner. (5) does not have excessive poling regmiee melds, (17 is Vol a governmental entity, or subdivision or agency thereof, (7) is not another occupant of the Shopping Center. (g) is in compliance with the regulaliom of the Office of Foreign Assets Control ("OFAC') of is Department of the Treasury (including those named an OFAC's Specialty Designated Nationals and Blocked Persons List) and any slamte, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Perm Who Commit, Threaten to Commit or Support Tawrisn), or other governmental action relating thereto: and (9) is not a person or entity with whom Landlord is Wei, or has been within the six month period prior to the lime Tenam seeks to enter into such assignment or subletting, negotiating to lease space in the Shopping Center or may Affiliate of any oath person or entity; otherwise, landlord may withhold its consent in its sok discretion Additondly, Landlord may withboid its consent to any proposed Transfer if any Event of Default by Tenon then exists. (c) Rearrest for Consent At law IS business days prior to the drective doe of the proposed Transfer, Temaml shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed doermenmtioa and the following information about the proposed transkree: name and address of the proposed trausfaoe and my entities and persons who own, control or direct the proposed transferee; reasonably satisfiemry information about is business and business history, its proposal use of the Premises; banking, riaameiai, and other cra hl information and general references sufficient to eraWe Landlord to determine the proposed transferee's creditworthiness said character. Within 30 days alkt written notice from L.adlotA Tenant will reimburse Landlord for its reasonable attorneys' fees incurred in connection with considering any request for camera to a Transfer, not to exceed $2,500 per request for consent. (d) Caradklars to Corneal if Laodiord consents to a proposed Transfer, the proposed transferee shall deliver to Landlord a written agreermemt expressly assuming TenaWs obligations bacunder, however, my trawferee of less than all the Premises shall be liable only for obligations miler this Lease that aur properly allocable to We space subject to the Transfer for We period of the Transfer. No Transfer shall release Tenant fiom is obligation under this Lease; Tauml and is traroftrec shall be jointly and severally liable therefor. Landhord'a consent to any Transfer stall not waive I andlord's rights as to any subsequent Transfers. If an Event of oefadt occurs while any pat of the Premises are subject to a Transfer, then Landlord, in addition 10 its other remedies, may collect directly from such transferee an reals becoming due to Tenant old apply such retie against RemL Tenant instructs is muniferew a nide payments of neat directly to Landlord upon receipt of notice from Landlord to do so Mown the occurrence of an Event of oelimlt. Tempt shall pay for the cost of any demising walls or other improvements necessitated by a prepcwed subletting orassignment. (e) Attmrament by Subtenants. Each sublease hereunder" be subject and subordinae to thio Lens and to the matters to which Ibis Lena is or shall be mbord6ute, and each sublemot is deemed to have agreed than in the event of termination, re-entry or dapossesskro by Landlord seder this Lease, Landlord may, at is Option, take over all of the right, title and interest of Teaau, as wWemdlad, under such sublease, i d such subtermn shall, at Laodlord's option, altorn to Landlord puri m rat to We then a ec ulory pnrvuioma of such tcvbkate, except that Landlord shall not be (1) liable for my previous act or omission of Tenni uncle such sublease, (2) subject to any counterclaim offset or defense of =6 subtesart against Tenant, (3) bound by any previus modification of such sublease act approved by Lndlord in writing or by any ran or additional rent or advance rent which such subtenaw has paid for rmore Wan the cu..— month to Tenant, and all such rem shall remain due and owing, (4) bound by any security or advance rental deposit aside by such subtmam which is rat delivered to Landlord and with respect to which such subteosm shall bole solely to Tenant for refund or reinmbursemeK or (5) obligated to perform any work RETAIL LEASE, Pagt: 9 6 alsd °3Si►H°I i1Vm NMOBJOGRMMM s seal Amu t"s'aal dq pamato!vm aq of aomxwt ! 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M b0!luodm dm (L) 'WsugLJoaml!gv- (I) v) w9p0a MMI ` WOIPw7 J0 tmwoa uapiun >�ql!"s (.PJM. dio �!t0J -sU Ot ( . a) nuumtd ag1 Jo mod m UV 10 awal Will u! owmal 511 jo Wd tv lis Agsum L Im mm.L ftvgwo glyj Ofd (g) 1aJmn t gags dg p-- sam=M app ooUwd aT m V 1k101p Put 1aPaaasaq lom.L dq atgadod ;w -d aTio mum a! aaism L v Jo 1p= v w l WJL 4 Pa-= PON An joawql tduoat codaAwwmw -P-1 �l iad flags 1 0 (8) ®e ago. -,VJO mPQq P -N aq a paatt/t"o1'sanmatd aq1 Jo uvd Arra nuffm ao pa!dd""asw si!}o ba?8!t&'� � sa dl °P�?�P $g IIS tssaalJO !! m "las3 'tea Baas °t19030 Pas a plea sv v7 -rte AlqemwN 4sm p:cMao•1 atwmngm dos pioumrl of raupp Pas a HOP ae sW 'a_moa-3 m7� ya!�aa ug5awwm m pm 'daumdnwo mg u askhw a ."o arc pww"w zp u! dun T10,000 per occurrence; and, all other insteooce to be maintained by Tenant shall have mo deductible. Toroth insurance shall provide primary coverage to Landlord when my policy bond to Landlord provides dapUgrte or similar coverage; Landlord's policy will be - - r -s over Tenant's policy. Team shall furnish to Landlord certificates of such insurance at least an days prior b the earlier of the Coamtencearent Date or the date Tenon enter or occupies due Premiums, and at lest IS days prior to each renewal of said iuwrance, and Tenaat shall notify Ludlord N least 30 days before cancellation of any such issuance policies. Ali such instance policies shall be is form reasonably satisfactory to Landlord, and issued by companies with an A.M. Bat rating of A+ -VTI or better. If Temt Wb to comply with the foregoing insurance requirements or to deliver to Landlord the certificates or evidence of coverage required herein, and such fdlwe continua for none than two business days atter written notice from Landlord, Landlord, in addition to may other r - , y available pension ion to this d — or otherwise, may, but obatl not be obligated to, obtain such insurance and Tenant shall pay to Landlord within 30 days after written notice from Landlord, the premium costa thereof, pita an administrative fee of I S% of such cost. (b) Landlord's tweraseg. 7luoughout the Term of this Lease, Landlord shall maintain, as a minimum, the following insm moo policies (1) property instance for the Shopping Centers replacement value (excluding property required to be insured by Teams), leas a commercially reasonable deductible if Landlord so chooses, ooh (2) commercial general liability bsuranee in an amount of not las than 52.000,000. Landlord may, but is not obligated to, maintain such other bsrance and additional coverages as it may deem meouasary. The cost of all insurance carried by Landlord with respect to the Stropping Cenler"be included in Imasnce Casts. The foregoing Insurance policies and any otter insursece carried by Landlord shall be for duo sole benefit of Landlord and miler Landlord's sole control, and Teter siall have no right or claim to any proceeds thereof or my other rights thereunder. (c) No Subrnratioai Walver of Preoerty Clalmc Landlord and Teasel each waives my claim it might have against the other for any damage to or theft, destruction, los, or loss of we of any property, to the extent the same is inured against under my hteuramce policy of the types described in" S=fian I that covers the Shopping Center. the Premises, Landlords or Teaat's fixttures, personal property, lepehold imptovemeata, or business, or is required to be insured against ander due tams hereof, regardless of wbetber the megilgmce of the ether patty emend such Lou (dellad below). Additionally, Tumaut waives any claim is any have against Landlord for any Loss to die extent such Lasa for cased by a terrorist aL FJch party shall cam its inainme carrier to colonic all applicable policies waiving the caries's rights of recovery under orb uiption or otherwise against the other petty Notwithaasdlog may p m=— in this Lease to the C-UNY. I. 504 its agents, vauployea and contractors shall not be liable to Termor or to any party claiming by. through or under Teaam far (and Tenni hereby ideases Landlord and its servants, agents contractors, employees and mvitm from my claim or responsibility for) any damage to or deantctioa, doss, or loss of rue, or theft of any property of any Tarot Party located in or about the Shopping Censer, cowed by casualty. theft, Lirc, third parties or any other menet or cause, regardless; of whether the megtigarce of may party caused saes baa In whok or is part Tenant acimowledgm that Landlord dull not wry Instance on, and @ball not be responsible for damage to, any property of any Teams Party located in or about the Shopping Cater. (d) ladma ti Subject to Seddon 10tc1. Tenon shall defend, indemnify, and hold harmless Landlord and its representatives and agents hum sed against all claims, demands, liabilities, eatma of action, suits, jtrigAenlc, danaga, and expenses (including reme moble attorneys' fees) arising horn any igryry to or death of any I erson or the damage to or tbetl, destruction, loss, or lass of use of. any property or imconveniattx (a "jai") (1) Occurring in or on the Shopping Comer (other than within the Premises) to the extent caused by the negligence or Willful misconduct of any Teams Party, (2) occurring in the Promises, or (3) arising out of the loetalbt M openUM WSW -mm repair or removal of soy property of any Tennent Party located in or abort the Shopping Center, including Tensm's Off Prsmises &pdpm=L it being agreed that doom (2) and (3) of this Iadeamiry acro breaded to kWkm fl Landlord and its agents against the eotuegnemces of thalr owe negligence or fault, ewer when Landlord or ib agemb are johaly; eroatpsrmdvely, smntribadvely, or oonco.mm y aegdgmt vd& Tenant, ant even though any smelt dales, cause of action or alit is bond upon car alkged to be basad open the strict liablitty of lamdlotd or Its agents; however, such, lademmlty shag not apply to the sale or grass nell Renee or willful miscomdect of Lomdlwd sad its agent The indemnities ad forth in this Lease shill survive termination or expiration of this Lean aid shall not termimw or be waived, diminished or affected in any tntmee by soy abalememt or mpportiommem of Rent under any pwvW m of this Leve. irony proceeding is filed for whish indemnity is required haeumder, the iodaosifying party agrees, upon n oWest therefor, to defend the indemnified party in such proexedieg at its sole coal utilizing counsel satisfactory to due indeumified party. (e) Cat of Landlord's Insanmea. Teams shall pay its Proportionate Shue of the cant of the property and liability insurance carried by Landlord horn time to time with respect to the Shopping Censer (iaclutriog all buildings, other improvements std rue Common Ara and Landlord's personal property used in connection thaewidt), which may imclade fere and extended coverage insurance (including extended and broad form coverage roles. mudslide, land subsidence, volcanic eruption, Good. earliuguske and rem lop io omee) and comprehensive general public liability instance and excess liability insurance, in such amounts ad containing such tarns no Landlord deems necemry or desirable (colimctiveiy, ']aamrance Cotta`). Tenant Will pay its Proportionate Share of Insurance Coats as a component of Taam'a payment of TensnCs Proporr6onue Share of the Retail Area Expenses, which shall be paid In accordance with Section 6(d). Suborditatoai Attermuremb Notice to L.aadlord's Mortem ee. (a) Snbc rdiasida This Isms (which, for all pirpeaes order this SwAim l ( shall be deemed to include the Kcemm to use the Outdoor Smdog Area and the Valet Licewc) shaft be sabordinete to any deed of trust, mortgage, or other security instrument (each, a 'Mmrteaed'), or my pound lease, mater base, or primary I -se (es* a' rl ate"), that now or hereafter Covera all or any part of the Prm dm (the moregagee RETAIL LEASE Page 10 I1 afrd'3SV3-17IYJ.3g Pug "0* atop s yoomJ. 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Wow.L tpplM Rltadod i■uouad s,tuewy Jo Mal■" ap IoJ wu0Swuoa 2q1 t qVU (pMMV BpWWmtrl ="PW tar p.Us 1! 9M- ag101) rump a asmd Rlaluadn ,tau Waaay '—Oq :aaawl t—odtui nylo pw '-moo lalddogS ap Imams it m-:) SwddogS aqj goigM ao Pawl acll dol uoll-,2dtuw daglo wo pioee am- ap anmat 11■go pl01p -1 uxp 4e0rd0 "JL An Jl 'PW (M) uoltaaS 6!91 Rq panobai se sasltuatd x11 —u- CO P --.L R9 pannat! 6llunow gm- iatlaod-J-Uw mlgstwotnd mgt M IuwwJ, —Mqulu 1z) Pm ttuMy =0 lq"A% wo ud Mgt Jo mom Jo *sol 111 IoJ aunty smnuadtttoa (1) 4a!g"s pmm game Jo ttoltwd ami anlaaat of paP!Itn aq il■tR ittaay lig= jdxfma '&ropy 4+0mdoat gams Rut dol p-9 aroma aql a"rtMaw m paptua ag 11OF PJ0IMMI aaad- Landlord, as Aeidaticr at Best. in accords with the- teres of arty wriucR notice horn Landlord to Tenant to such effect. (b) Tues . Tenant shaft pay its Proportion* Shue of all taxes, aucumemts and goverainestal charges of any kind and nature whatsoever levied or assessed against the Shopping Center. and any other chargee, taxes and/or impositions now m existence or hereafter imposed by any governments! authority based upon the privilege of meaning the Premises or upon the amount of rem collected therefor, whether they be by taxing districts or authorities presently wring dna Shopping Center or by others nbseMmiuly anted or otherwise (collectively, "Ing"). Tam shall also be deemed to include my special wring district assessment which is imposed in order to fund public facilities for the ata in which the Shopping Caner is located. Taxes shag not include federal and mute taxes an income, however, If the present method of taxation Chan "so that, in lieu afar in addition to the whole or any part of any Taxes, them is levied on Landlord a aopital tau, asks tax, or use tax directly on the rents received or a 6ameh ier tax, assessment or elms based, in whole or in part, upon such menu for the Stopping Center, then all such ones, assessments and chars, or the port thereof so based, doll be deemed to be included within the tam 'Taxer" for purposes hemof. For property tat purposes. Tenant waives all rights to proteeet or appeal the appraised valve of the Pnnnises, as well n the Shopping Center, and all rights to receive notices of rappramue t. Tenant will pay its Proportionate Share of Tates as a component of Tensors payment of Tnmates Proportionate Share of the Retail Ara Expenses, which shall be paid in accordance with Section 6(d). (c) Tu Consonant. Coatatgj Tata by Lttadtord. Landlord shall have the right to employ a tax consulting firm to attempt to seems a fair tax burden on the Shopping Center. Tenant shalt pay to Landlord upon denmnd from time to time, as Additional Rewe, Teamf's Proportionate Shale of the reasonable cost of such service. Additionally, landlord shall have the right to contest any tax assess mem, Valuation or JOVY against the Shopping Cents, and to renis legal counsel and expert witnesses to asm hm such contest and otherwise to incur expenses in such comest, and Tenant shall pay upon demand Taunt's Proportionate Share of any reasonable Cees, expenses and costs iocurmd by Landlord in contesting any aaesememta, levies or tax rate applicable to the Shopping Center or portions thereof whether or not such coated is successful. If such contest results in a mf and of Taxes in any yew, Tenant shall be entitled to receive its Proportionate Shue of such refund, prorated for the period with respect to which Tenant paid its shoe of Taxes for such year, alter deducting hone the refund all reasonable foes, expenses and casts mcuarod by Landlord in such oonnest 16. Eveah of D>ef-4. Eemh of the following occurrences shell bean "Event of Defs ': (a) Emmeo ➢Da&uh. Tenet's failure to pay Rem within three business days of the date due, which failure exp her live days atter Landlord hes delivered written notice to Tenant that Ilse some is due; however, an Event of Default shall occur hereunder without any obligation of Landlord to give any notice if Tenant fails to pay Rom within three business days of the date due and, during the 12 month interval preceding such fsilum, Landlord has given Tenant written notice of failure to pay Rem on two or more occasions. (b) Abamdoatneae. Tenant (1) abandons or vacates the Premises or any substantial portion thereof or (2) fails to continuously operate its business in the Premises for the Permitted Use ad forth heein. (c) Attack t. If any execution, levy, Machment, or other protea of law shall occur upon Tenant's goods, fixtures or into mat in the Ptmaiaw, and Tester fails to cure such execution, levy, attachment or other process of law within 15 days after the occurrence tlnaeoE (d) F.AllWd Tema fails to provide any estoppel certificate atter Landlord'a written request therefor pursuant to Section 24(e) and such !blue shall continue for five days after Landlord's second written notice thereof to Tenant. (e) Imam nce. Team fails to procure, maintain and deliver to Landlord evidence of the insurance policies and coverages as required under Section 10(a) and the continuance of such failure for a period of mare thus 15 days after Landlord has delivered to Tenant written notice thereof. (f) Mecbaak's fJems Tenant fails to pay and release of record, or diligently content and bond around, any maehanies lien filed Frear the Premises or the Shopping Ceuta for any work performed, materials famished or obligation incurred by or a t the request of Tasat. within the time and in the manner required by Section Ste) and the continuance of such failure for a period of more than 15 days after such mechanic's lien is so filed. (g) 01bear Defauhu. Tamat's failure to pwfxv4 comply with. or ohaerva any ether agreement or obligation of Tomemt under this Leen wd the continuance of such fafhme for a period of more that 30 days after Landlord has delivered to Teaan written notice theeok however, if such failure cannot be cured within such 304ay period (thus exclodimg, for example. Tenant's obligation to provide Lamdbud evidence of Tenant's insurance covaage) and Tenant mom ncaces to cure such fah am within such 30 -day period sod dtaall" diligently pursues such cmc to completiom, den such faihae shall air be am Event of Default unless it is not fully owed within an additional 30 days after the expiration of the 30 -day period. (h) lagft= The felisg of a petition by or against Tenant (the nays 'Tenant" shall include, for the purpose of this Sabin 16fh)e any guarantor of Tesuutt'a obligations heremder) (l) in any bankruptcy or other insolvency proceeding; (2) seeker any relief under any sato or federal debtor relief hew , (3) for the appointment of a liquidator or receiver for all or substantially all of Tevant's property or for Tenant's intent in this Lease; (4) for the reorganization or modification of Teemnt's espial sh ctme; or (S) in any assignment for the benefit of creditor g; however, if such a petition is filed against Tenant, then such filing shall not be an RETAIL LEASE, F&SE l. 3 Event of Default unless Tenant fails to have the proceedings initiated by such petition dismissed within 90 days after the filing thereof. 17. Re ll1 Upon any Even of Default, Landlord may, in addition to all other rights and remedies afforded Laodkmrd hereunder or by law or equity, taloe any one or mon: of the following actions: (a) Teraduatlon of Lease. Terminate this [ by giving Tenant written notice thereof, in which event Tenaw shall pay to Landlord the ram of (1) all Rent accrued hereunder through the dere of termination, (2) all mounts due under Suction 1 8(a1. and (3) an amok equal to (A) the total Rent that Tenant would have been required to pry for the remainder of the Tern discoorned to present value at a per annum rate equal to the "Primo Rate" as published on the date this Lease is terminated by The Wall Strad Journal, Southeast Edition, in its listing of "Money Rates" minus one percent, minus (B) the then present fah• reinal value of the Premises for such period, similarly discounted; (b) Tersal" don of Poaesslea. Terminate Tenants right to possess the Premises without terminating this Leese by giving written notice thereof to Tenant, in which event Tenumt shall pry to Landlord (1) all Ret and other amounts accrued hereunder to the date of termination of possession, (2) all amounts due from time to time under Section 19(a}, and (3) all Rem and other net same required hereunder to be paid by Tenant during the remainder of the Tern, dimi by any net an= thereafler received by Landlord through reletting the Premises dwing such period, after dedmtb* all reasonable costs incurred by Landlord in reletting the Premises. If Landlord elects to proceed under this Section l7(bl, Landlord may remove all of Tenant's property from the Premises and store the same in a public warehouse or elsewhere at the coat of, and for the account of; Tarot, without becoming liable for any loss or dmoage which may be occasioned thereby. Landlord shall use reasonable efforts to relet the Premises on such in a Landlord in its sok reason iblc discretion may determine (including a term different from the Tam, rental mncmiona, and alterations to, and improvement of, the Premises); however, Landlord shall not be obligated to relet the Premises before leasing other portions of the Building or Shopping Cortex and Landlord shall not be obligated to accept any prospective tenant unless such proposed leoart meets all of Landlord's leasing criteria. Landlord shall rot be liable for, nor shall Tenant's obligations hereunder be diminished because of, Lead nit far7me to mlet the Premises or to collect rent due for such reletting. Tenant shall not be entitled to the excess of any consideration obtained by reletting over the Rem due hereunder. Reentry by Landlord in the Premises shall not affect ?erects obligations hereunder for the unexpired Term; ntber, Landlord may, front time to time, bring an action against Tansnt to collect amounts due by Tann, without the necessity of Landlord's waiting until the e xpirsuan of the Term. Unless Landlord dchvers written notice to Tenard expressly stating that it has elected to terminate this Lease, all actions taken by Landlord to dispossess or exclude Tenant from the Praxises shell be deaned to be taken oder this Section 17(61. if Landlord elects to pxocced under this Section 17(b). it may at any tine elect to terminate this Lease under Swtion 17(a): (e) Perform Arts on Behalf of Teaamt Perform soy act Tenant is obligated to perform ender the term of this Lease (and eller upon the Premises in connection therewith if necessary) in Term's name and on Tenant's behalf, wMaut being liable for any claim for damages therefor. except to the etteat tensed by landlord's gross negligence or wnllfid misconduct in perforating such obligation, and Tenant shall mimbuuse Landlord or demand for any expenses which Landlord may iaeur in thus effecting compliance with Team's obligations order this Lease (including, but ant limited to, collection costs and legal expenses), plus irdeest thereon at the Default Rate; (d) Smwend— of Services Suspend any services required b be provided by Landlord hereunder without being liable for any claim for damages therefor, (e) Day for Rat Institute a distress for real action and obtain a distress writ under Section 93.11 through 93.19, Florida Statutes; or (f) Aitemdon of Lod%. Additionally, with or without notice, and to the extent permitted by Law. Landlord May alter lochs or other security devices at the Promises to deprive Tenant of access thereto, and Landlord shall not be required to provide a new key or right of access w Teanat. In calculating Tenant's liability following an Event of Default, the Percentage Rent for which Tempt shall be liable after termination of this Lee or of Tenauk rights of possession shall be determined by avenging the Percentage Real payable during the 24 month period prior to such termination (or, if shorter, the period hom the Commecemew Date to terminaioo). 19. Payment by Tenant; Noa-Waterer: Cumulattve Remedies. (a) Payment by Tenastt. Upon any Event of Deficit, Tenant shell pay to Landlord all costs incurred by Landlord (including court costa and reasomble attorneys' fees and expenses) in (1) obtaining possession of the Premieres, (2) removing and stoning Tenant's or any other occupant's property, (3) repairing, restoring, alkrieg, remodeling, or otherwise putting the Premises info the condition required at Imo expiration of the Term, (4) if Teams is dispossessed of the Premium and this Lease is not knuinated, reletting all or any part of the Premises (including reasonable brokerage commisaias, cost of team finish work, and other toss trtcidemal to such rekning), (S) performing TenaWs obligations which Tenant t failed to perform, and (6) enforcing, or advising landlord of its rights, remedies, and recourses arising out of the defiulL To the full extent permitted by law, Landlord and Taal agree the federal and state courts of the amu in which the Shopping Caner is located shell have exclusive jurisdiction over any matter relating to or arising from this Leese and the pwh& rights and obligations trader this [.ease. RETAIL LEASE, Page 14 (b) rV/ acceptance of Rent following an Event of Default shall not waive Landlord's rights msKdmg such Event of Default. No waiver by Landlord of nay violation or breach of any of ire terms contained herein shall waive landlord's non regardbW any fid ma violation of ouch lean. Landlord'e acceptance of any partial payment of Rent shall ant waive Landlords rights with rprd b the remaining portion of the Rent that Is doe, mgisdhss of any endorsement or other statement an any instrument delivered in payment of Rau or any writing delivered in connection therewith; accordingly, Landlord's acceptance of M partial payment of Rent shall not eorratitute an accord and satisfnerfon of the fill amount of the Rete that is due. (c) Caurolative Itenredim Any and a0 remedies set forth in this Lam (1)Anil be in addition a any art all other remedies Landlord may have in law or is equity, (2) shall be comutatve, and (3) may be pmsned successively or concurrendy as Landlord may elect. The exercise of any rvnedy by Landlord shall not be doeroed an election of rernedim or pmkHtt Landlord from exercising any other remedies in the fisture. (d) Teeaaat Wyly Teen, hereby expressly, tmcondkionally and irrevocably waives all 000stilaaiooal, statutory or cortuton kw being requirements including the requirement under Section 83.12, Florida Suttns that Landlord fik a baid able to Tenant; it being the Intention of the parties that oo bwd shall be required in any distress actinic. 19. LnOwd's Liesin sd W4, to city statutory Isrdlwed's lien, now or hereafter emceed, Tensnt gram b Landlord, to secwae perfmnnee of Tellerss obligations hereunder; a security interest in all of Tenet's tangible personal property situated in or upon, or used in connection wish, mho Premises or the Shopping Center, and all proceeds Omwf (except merchandise sold in the ordinary course of business) (collectively, & ). and the Collateral shall not be removed from the Premises or the Shopping Center without the prior wrinen comma of Landlord until all obligations of Teemt have baa filly performed. Such personalty thus encumbered inch" specifically all trade and other futures for the purpose of this Section 19. inventory and equi, Upon the occurrence ofan Even of Defaoft, Landlord may, in addition to all other ranediw, without notice or demand except as provh w below, exercise the rights afforded to a secured party under the Uniform Commercial Cade of the state in which the Premiss aro located (the 111CM. To the extent the UCC requires Landlord to give b Tenant notice of any act or arae and such notice cannot be validly waived before a def cult occurs, thea five days' prior written notiea thereof shall be nmsonabk notice of the: actor even. in order to perfect such security interest, Landlord may file any Gmuchng strtetnent or other Wirmnent necessary at Tenet's expense at the state and county Uniform Commercial Code tering offices. Tema gnats to Landlord a power of attorney to eoucnte and Ste any fiosneing slatemaN or tither nwOury im mnest to perfect Landiord's security Interest under this Section 19which power is coupled with an interest and is irrevocable during the Tenn Landlord may elan file a copy of this Lease as a fmattcing statement to pa*a its security interest in the Collsicrai. Within ice days following written request therefor, Tenant WWI execute financing statements to be filed of record to perfect Landlord's security interest in the Collstural. 20. BuiTatder of Pne ism NowAbyLudlordsMObedeemMonaccqxmmoflamTmdcroflbc Premiss, and no agreement to socept a surrender of ole Premises shall be valid unless it is in writing and signed by Landlord At the expiration or termination of ibis Lease, Temmt " deliver to Lanford the Premises with all UNIX -ft located therein in good repair and cotton, bee of Hazardous Materials placed on the Premises durks die Tam, broom-clean. reasonable mew and Bear (and eendeuunton and Casualty damage not cawed by Tenant, a to which Sections ja we ,4 shah eomroi) end, and gall deliver to Landlord ag keys io the Pnarises. Provided dot no defwlI by Temad then exists under thPs L.eeae, Tenant may remove all mntached trade fixtures (which, for "am of this semarce, shall not include taupetirgt. Mor coverings, attached tdelving, lighting fbtWM wall oova*m or similar improvemerw), finnilum and personal property placed in the Premiss or elsewhere in the ShoMmg Center by Tenant (bot Tenant nay not remove any such item which wtm paid for, in whole or in port, by Landlord or any wiring or dablu g unless Landlord requires es such removal). Additionally, TrnAnt shell remove such sheratiom, additions, ugmveme ts, trade f8ctnees, personal propertysigns, egnipment, weiag, conduits, tabling and finrotwe (including Temaa7t Of%Ptemiss Equipment) a Landlord dlord requests; however, Teams shall not be required to remove any addition or improvement to the Premiss or the Shopping Getter if Landlord has spadfieally agreed in writing that the improvement or addition in question reed not be tmwved Team shalt repair all damage caused by such removal AD hems not so removed stall, at Landlord's option, be doomed to have been abandoned by Teased and any be appropriated, sold, stared, destroyed, or otherwise disposed of by Landlord withohn notice io Tenant and witbow any obligation to account for such items; any such disposition stroll uta be considered a strict foreclosure or other exercise of Imdlord's rights in respect of the security interest granted under SSR. The provisiexm of this Section 20 shall survive the end of the Tata 21. liLodalieer ®ver. If Tenaut fails to vacate the Premium at the and of the Term, them Tenantshell be a teasel at sufferance and (a) Temaut shall pay, in addition lo the other Rent, Minimum Rett equal to 150% of the Reef Payable during the lest month of de Tam, and (b) Tenant atilt otherwise comim , to be subject to all of Tentaurt oblig ttiow under this Lem. The provisions of this ficctim 21 shall not be deemed to limit or coosdrme waivcr of any other rights or remedies of Landlord provided herein or at law. if Tamen fife to Marauder the Pre ams upon the germination or atpuation of this Lease, in addition to any other liabilities to tmdimd a craft ¢bgmf :n, Tenant shall protect, defend, indemnify and hold I.aodlord harnlas from all loos, tops (iocidhrg r attorneys' fees) and liability resulting fiom such &dme, including any claims made by cry succeeding ,Lint focnade d moat =h Whirs to mmeodM and my lost profits to Landlord resulting ehaefrorn. 22. Cestsdin ltkbb Reserved by l.andlard. Provided that the exercise of such r4ha doea not uweLbEy is rfwe erauth Temat's occupancy of the Premises, Landlord shall have the following ngbm (e) ma=rs If°eater'poaratluna To decorate and to make inspaxtons, rcpaaoa, alte"am, cksnaez, oefie gee i t ,Whether structural or otherwim In and abaat the Shopping Ceerew, w any page RET 11L P1s4, k�E, F&V 15 thereof to eats upon the Ptsmim (after giving Teowd reasonable notice thereof which may be oral notice, except in ease of mal or apparera emergency, is which case no notice "If be required) and, during the coutufeance of any such work, to tempornily close doors, entryways, public apace. and corridors in the Shopping Center, to interrupt or temporarily suspend Shopping Center services and facilities; to change the nomo of the Shopping Confer; and to change the arrangement and location of emnances or passageways. doors, std doorways, corridors, elevators, stars, restrooms, or other public parts of the Shopping Centtr, (b) To talm such reasonable measuas as Landlord deem advisable for the security of circ Shopping Center and its occupants; evacuating the SI 1" center for masse, suspected canna or for drill proposer, temporarily denying access to tbo Shopping Center; and closing die Shopping Center before or after Tenant's rnorr>al business boors and on botideys, subject, however, to Tam's right to elder when the Shopping Center is dosed after normal business boors under such reasonable regulations as landlord may pm=ttbe fivm time to time (c) Prmaee@ve Puxvhautn'a and Leaders. To Baer the Premises at all reasonable hours. upon reasonable prior notice, to show the Premises to prospective purchasers or lenders; and (d) Proosecttvt: Teasall. At any time during the Inst 6 months of On Term (or earlier if Tenant has notified Landlord in writing tat it don not ries*- to renter the Term) or at any time following the occurrence of an Event of Default which remains uncured, to ever the Premises at all ressombie hours, upon reasonable prior notice, to show the Premises to prospective tenants, 23. Intestional! 24. Miscellaneous. (a) Laadlsrd Traaster. Ludford may transfer any portion of the Shopping Cerra and any of its rights under this Lease. If Landlord assigner its rights order this Luse, then Landlord shall thereby be released from any feather obligations hereunder wising after the date of transfer, provided that the assignee assumes in writing Landlord's obligations hereunder arising fian and after the transfer date. (b) Landlord's 1,1011dty. The liability of Landlord (and its partners, shareholders or members) to Tenant (or any person or entity claiming by. through or ander Team) for any defauh by Landlord under the terms of this I ease or any nutter relating to or arising out of the occupancy or use of the Premises and/or other areas of the Shopping Center (including the Commou Area) doll be hailed to Temairs acral direct, but not consequential, damages therefor and shall be recoverable only ban the u tercet of landlord in the Shopping Center, and Landlord (and No partners, shatehoddent or aaembers) shall not be personally liable for any deficiency. The provisions of this Section shall survive any expiration or lamination of this Lease. (c) Force Malamm Other than for Terom's obligations wrier this Lease that can be performed by the payment of money (e g., payment of Rent and rainteaanea of Wants=), whtroever a period of time is herein ptesedbed for action to be talons by either party hereto, web party shall not be liable or responsible for, and there shall be excluded [inns the computation of nay such period of time, any delays due to strikes, riots, acs of God, shortages of labor or materials, war, terrorist sets or activities, governmental haws, regudstions, or restricpaaa, or any other causes of any hand whatsoever which an beyond the control of such party. (d) Brokeraee Witter Landlord mor Tenant has dealt with any broW or agent in connection with rhe negotiation or eoeeution of this Lase, other than (d) CBM Inc., whose commission shall be paid by Laadlosd Pursuant to a separate wrinen agreement, and (ii) Lang Really, whose commission shall be paid by CBRI; lac. and not by Landlord a Team. Team and Landlord shall each indemnify the other against all costs, expenses. attorneys' fees, lien and other liability for commissions or other compensation ch umed by any broker or agent claiming the same by. throagtu, or wader the indermityexg party. (c) Fateoad Cerdllestts. From time to thee, Tenant shall Punish to any Icy designated by Landlord, within seen days after Landlord las made a request theefor, a certificate signed by Tenant confirming and containing such factual certifications and meprnedafiona as to this Lease as landlord soy ressoably requm Unit- otherwise required by Landlord's Mortgagee or a prospective purchaser or mortgagee of the Shopping Cater, the Initial form of ""Pei eerdifinle to be s!pW by Teasat is attached hereto as F. . If Tessnt does not deliver to Landlord the certiftcate signed by Tenant within suck mquvei time period, Landlord, Landlords Mortgagee and BOY PmWwdvc Pumbam err MmVaffee, may conclusively presume and rely upon the following facts: (1) this Lease is in full force and effect; (2) the teen and provioio s of this Lease have foot been duamged except as otherwise represented by Lasdord; (3) nes sae than one monthly installmea of Minimum Rem and other charges have been paid ins advance; (4) these are oro claims against Landlord nor any defenses or rights of offset against collection of Rent or other charge; and (S) Landlord is not in default under this Lease In such event, Taunt shall be estopped firm denying the truth of the prey sand acts (1) Chi All notices and other commxoiratims given puraoant to this Lease shall be in writing and alit be (1) sailed by fiat class, United States Mail, postage prepsK certified, with moan receipt requested, and addressed to the patties hereto at the address specified in the Basic Lease li ftnuation, (2) had delivered to the loterded addressee, (3) can by a nedomally meogniaed overnight courier service, or (4) seer by fiaimile tamhiaion during normal business loan fdlowed by a confinaatory lover anent to another, manner permitted hereunder. All motics shelf be effective upon delivery to the address of the addxeaeee (evam if such adahessee refiuses delivery thereof). The parties hereto may change their addresses by giving notice thereof b the other in wnfamity with this provisions RETAIL LEASE, Page 16 (g) Srwarswiiee. 1f any clause or provision of this LAMM is illegal, invalid, or unenfor.eable under pram a Rime farm, then the remindw of this Lease shell not be affected thereby and in liem of arch diose or provision, there shall be added ar v part of this Lase a clause or provision ea similar in in. to such illegal, invalid, or uneafarecable clause or proves w may be possible and be legal, valid, and enforceable. (h) Andmeatc Bltdim EtYe.c No Elecmode RawdL This Leese may not be whe nded except by instrument in writing signed by I will ard and Tenant. No provision of this [.ease shall be derated to have been waived by Landlord unless each waver a in writing signed by Lmrdlordd, and no custom or ptectice which may evolve between the parties is the adminstration of the terms hereof shall waive or diminish the right of Lmdlwd ba hoist upon the performance by Tenant im strict accordance with the to.. hereof: Landlord and Tent them+y agree not to conduct Ila trmaactions or comrmnieabom contemplated by this Lease by elecuoae men, except by fad tra mtis" as specifically at forth in Section 24(f) nor" the use of the phrase "in writing" or the wad "written" be construed to include ekcttamc communkations except by facsimile transmissions a specifecally ace firth in Section 240) The tenvoi and conditions contained in this Lem shall inure to the benefit of and be binding upon the parties hereto, and upon their respective successors in imereat and legal representatives, except as otherwise heron expressly provided. This Lease is for the sole benefit of landlord and Tenant, and, odor than Landlord's Mortgagee, no third party atoll be d -1 1 r a third party beneficiary, hereof. 01 Omlet Eniormeot. Pmvided Team hu performed all of its obligations hereunder, Tenant shall peaceably and quietly hold and enjoy the Premiers for the Term, withoue hindrance Rare Landlord or any ply claiming by, ugk or under Landlord, but not odwrwier, subject to the terms sail conditions of this [.ease. f j) No Ii6eriv. Thee shall be no merger of rhe leesdmld estate hereby created with the The estate in the Ptmttiaes Or any part thereof if the same person acquires or holds, directly or indirectly, thin Lease or any interest in this Leese and the fee estate in the kowbold Premises or say interact in such fee estate. (k) No Offer. The submission of this laser In Tenant " not be comtmed w an offer, and Tenant shall not have any rights under this Lase unless Landlord executes a copy of this Lase and delivers it to leant. p) Entire "Mom t This Lease constitutes the co ire speemcm between Landlord and Tenant regarding the enbjeer natter hereof and supersedes all oral statements and prior writings relating thereto. Fxcept for those act Borth in this Lease, no rePrmdetfons, waraatier, or agreements have been made by landlord or Tenant to the other with respect to this Lem or the obfigatiow of Landlord or Tenant in connection therewith The nomad ode of construction dot my ambiguities be msolved against the drafting party atoll not apply to the interpretation of this Lease or say exhibits or ameadrnents hereto. (m) Walver of jury TresL TO THE MAXIMUM EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF OR WITH RESPECT TO TIM LEASE OR ANY OTHER 1NSTRUMISNT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWPfH OR THE TRANSACTIONS RIM ATED HERETO. (a) 9020111K Lam This Lase "I be governed by and construed in accordance with the taws of tl- state in which the Premises we locaued (a) XWEIM Trent shift trot neoord tbis Lease orany mmw mdamof Una Lmw wkimue dee prior "sine" oneiric Of lardlond, which eoaaa s any be wethbeld or droned in the sok and absokae discretion Of L UXIIN d and any recordstim by Team shall be a material broach of this irass. Teras grants to Landlord e power of Mooney to execute and record a releaae ndeaaiag any uamh meor ed fine a mm of..cord that recorded without the prior wntku consent of Landlord. (P) <Ftio 14LL 2E Maid N29019alies. To the cam Tens or its spats or employees discover any water kab4m water damage or mold in or about the PFcmbm w Sboppine Cerate',, Ten shall promptly notify I.at&" tbereof in writing. (eV .Point and Snynd Uffillft. if Te naw is comprised of more then one party. eut mxh party shell be joialy and scvaaHy [lobi for Te Dm*'$ Obligations tinder this Isaac All soperfonoed oblitEdm& of Teasat hereunder not fi ft performed at Use end of the Term shall survive the end of the Teat, including payment ob ° with respect to Rent and all obligetiens concerning the condition and repair of the Prue (rr) fluor l Rau qhs. Within 15 days after Isrdlonte request. Teams will !Wash Tcumts nae r.ccut audited foosncial MlaCasptlf (including any notes to them) to landlord, or, ifno such sodited slatanews have been prepared, such other fiuencial gale namts (and Oaks to tient) as may have been prepared by ere independent certified public nocotmtsnt or, hilag dtose~ Teaard's enterally prepared finamctat statements IFTaam is a publicly traded eOWmtiM Tamest may satisfy its obligations hwenxder by providing to Landlord Tea r.9 most recent annual and quarterly repoft landlord will sot disclose any aspect ofTenanft rush=al stat mmis that Teoeot &*gast= to Landlord as confidential except (1) to Landlord's Mortgagee or prospective nwrtgpgees or pmcheaers of the Sh3PPing Cerner, (2) In litigation between Landlord and Temml, and/or (3) if required by pert Order. Temat shall ane bz required to defivw tea financial statements required ander this hjCMWqJM Aham than amce in any 12 -month period+ mmieW by Lendlmd's Mortgagee or a prospective buyer or leede, of file Shopping Center or an Eve w. of De&tdG amm. 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(1) mglw pawdosd q— doe of °Friona PJOI wj -gpgM of pjvSw tnogl!m to —ngmum qms 2gna of patsH990 aq 11!2 ttmtaJ, woo qmn Jo 10- Is a Jo mm i. 01 dJUMV spJotpuw7 Mug Limp 021 wvw 'sag Afamm- Jo ,—=qs a `AA -me "cia mom >Mpttl—. 'i=so- m 110!12e Pogo&.. ail anits2lnat w ptgpml dq P -o" Pus wlltd ItJ!gf 01 atggdsd sow tali2od'Jo lno "algmosgat sPJ01Pas'I JoJ P*Wt;s_1 2rtttganat I,_ lemtaJ. 'assn s!RI mean p2amuad m paImbat xmww Amu a&a Jo zWaoq u Jo paunbat lou uop= dam aqo m PJo usl Ww'bw 1-1 sa-atpgM 'SWA NPMnPM (s) Exhibit A - Outline of Premises Exhibit A-1 - Outdoor Stating Arca Exhibit B - Description of Shopping Center Exhibit C - Certain Common Arm Costs Exhibit D - Tenout Finish -Work Exhibit E -I - Sign Criteria Exhibit E-2 - Pre -Approved Signage Exhibit F - Shopping Cerner Rules and Regulation Exhibit G - Form of Confirmation of Commencement Daw I.ca w Exhibit H - Form of Teo rt Feloppei Certificate Exhibit 1- Prohibited Uses Exhibit I - Guaranty Exhibit R - Renewal Options Exhibit L - Rent Abatement Provisions (z) ProlbRed Parsons and TrsasaWons Team represents and warrants to Landlord that TcoanE is curmilly in compliance with and shall at all times timing the Term (Including any mrlensioa thereof) remain in compliance with the room of the OFAC of the Department of the Treasury (including theme named on OFACs Specially Designated Notiodis and Blocked Persons Lot) and any statute, executive order (Including the September24, 2001, Exceudwe Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action relating therelo. (an) Radom Natlee. Florida Sautes Section 404.056: RADON GAS: Redou is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities. may present health risks to persons who are exposed to it over time. Levels of radon dot exceed friend and sate guidelines have been found her buildings ins Florida. Addamud informoon regarding radon and radon testing may be obtained from yens county health department. 25. Other Prowtsioeas. (a)C ran aa�. As additional consideration for Landlord to enter into this Lease, Tenors shall cause Guaramor (as defined in EMIDIT n to execute the guaranty, attached hat" as EXHIBIT J and Tessmt shaft deliver rami to L r dlord fly with Te mes exe=Uon hereof. Temaat's failure b deliver such guaranty as required in the preeedmg sense doll be an atuomathc Event of Default under this Lease, with no notice being —envy to Tenant, and Landlord shall be entitled to exercise any and all rights and comedic+ available to it hereunder, a well as at law or in equity. Additionally, if Terme fails to deliver such guaranty, Landlord, sntwitlutso ft anything to the contrary contained in this Lease, (1) shall not be required to perform gray tenant improvement work in the Premises, (2) stall not be required to make any reimbursements or allowances in conocalion with any tarot improvement worst, (3) shall not be reguved to pay any brokerage coauniasioru to the broker or brokers mpnxend% Tenant in connection with this Lease (and Tenant dull iadennelfy Landlord against all costs, expenses, attorneys' fees, and other liability for commissions or other compensation claimed by any broker or sgeot claiming the same by, through, or under Tamm), (4) may terminate this Lase by provicling Tenant five days advance written notice: dmvo& and (5) shall not be required to horror any renewal rights set fads in ddv rem r irony. (b) inn tmrant PYovislons. (1) Oounariaas Tenant shall at all timed comer No business is the Premises in s=V L MMUM as to ensure dot no odors will emanate from the Premises to any other part of the Siring Center, other dant odors that tie typically associated with Italian cuisine and a pica overu All team items served by Tenant at the Premises which aro not part of the Permitted Use shad be subject to Landlords prior written approval, which approval shall not be unreasonably withhold so long as dam is compliance with the foregoing provisimm Tenant shall serve carry. ow orders only in enclosed containers sail bags. All airy -out drinks will be served only in tips covered securely with Ibis. Tenant "I be responsible for promq>t disposal within the Premises of ail used containers and utensils. Tc mt inti era permit noise or odors to emanate from the Premises which are unpleasant and objected to by any tesnmt or occupant of the Shopping Center, end, upon written notice from Landlord, Tenant shall tounediate(y cease and desist from causing such unpleasant and objectionable noise or odor, failing which Landlord may deamr the same an Event of Debudt of this Isar. in die event nay such noise or odor is attend by the mn- fimctioning or malfunctioning of my of Trott equipment, Tenant shall immediately coast and desist from rho use of such equipment until the same has been property repaired and in in good working order. Tenant shall promptly comply with all haws and rndinsoces and lawfid orders and regulation affecting the Premises and cladioe s, safety, occupancy and use ofthe same. Tenet will not do any act tending to *SM the reputation of the Shopping Center as determined by Landlord. The lay -out and decor of the Premises shall be subject to Landlord's prior writtw approval. Failure by Tenant to operate its business in accordance with the provisions of thir paragraph dull cvMe Landlord, in addition to other remedies provided in this Lesre, is igJmtcfiw relief. (2) Trwsib. Notwit6sundimg anything in this Lmn to the ermlt,,Fy, t- tL evew Lsrtdknrd, fat the exercise of its business judgment, detemines that the trash and primp that is being &aw� stored, or located at the Premises is not being maintained in as occepwe max, thea Luidlord "I have the right to nquire Tetmt, at Tenant's sole cosy and expxnsc, ecs FAIL. F, NV 89 take such measums as Landlord deea>s necessary ro correct the problem, including, without limitation: (1) refrigerating all trash or garbage which is generated. stoned, car located at the Premises, and (2) maintaining cordimmus positive ventilation of the Prrmrlaa iu accordance with ventilation standards which may be prescribed by Landlord from time to time. (3) Grasso Trayin order to eliminate the problem of sewer beck -up and health hazards, Tenant shall maintain grease traps and grease boods (collectively, the "Crease Tne) in the Premises. Tenant shall establish a cleaning and maintenance program for the Orease Trap on at least a quarterly basis (but in no event longer then required by the relevant authority in Boymon Beach. Florida). Tenam shall enter into and furnish to Landlord within 10 days after the Comincrrcement Date of this Lease and prior to the commencement of each Icon year thaeafler a Grease Trap cleaning contract_ The Grew Trap cleaning contract and the contactor who is to perform such work droll be subject to Landhord's prior approval. Tenant shall. from time to time, upon 49 boone notice, finish proof reasonably acceptable to Landlord that the Crease Trap is being serviced in woon fence with (1) the terms of this Lease, said (2) the service contract that has been Runisbed Gam'Teront w Landlord. If any repairs, replacements, or maintenance required on the part of Teams hereunder and not accomplished within 10 days after written notice from Landord to Tenant (or, in the event of an emergency, such shorter notice, or no notice, as is masmtabie under the circumstances) Landlord may, at its optim perform such repairs, replecemems, or maintenance without any liability to Tenant for any loss or damage which may result to Tenants stock or business by reason themof, sod Tenaot shall pay to Landlord immediately upon demand, as Additional Rena hereunder, all costs associated with such repairs, replacements, or maintenance, plus an administrative fee equal to 20% of such cost. Despite the foregoing, Landlord Mains the right to maintain and smite the Grease Trap and to bill Tenant for the cost thereof in the event Tenant fails to maintain or repair the Grease Trap with 24 bourn alter telephonic notice fiyro Landlord to Temm(of the need for any msintenance or repair to the Grease Trap. (4) Resfauraat fersomal ProoeM in Prenises. Ladlord oar the restaurant - minted personal property located in the Premises as of the dale of execution of this Lease (collectively, the "Rentsuramt Persona Presario" ). During the Term. Teresa shall maintain the Restaurant Personal Property in good condition and repair sad shall keep the Restaurant Personal Property clam, safe and bee from deterioration and waste. Tenant shall not replace any Restaurant Personal Property during the Term without Lrtdlord'a prior written consent, which Landlord shall not unreasonably withhold. Provided no Event of Default occurs under the Lease at my time prior to the date (31d) anniversary of the Commencement Dale:, the Restaurant Personal Property shall be deemed conveyed to Tenant hasunder without payment of any purchase price by Temaril (other than the payment of any osarrofer razes or similar costs of conveyance), and, at TeoaWs request, Lrdlord shall execute and deliver to Tenant a bill of sale evidencing such transfer. Tenant hereby acknowledges and agrees that such conveyance of the Restaurant Personal Property, if any, will be AS 1S, WHERE IS, AND WITHOUT ANY WARRANTIES OF WHATSOEVER NATURE, EXPRESS OR IMPLIED, IT BEING THE INTENTION OF LANDLORD AND TENANT EXPRESSLY TO NEGATE AND EXCLUDE ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY CONVEYED HEREUNDER, OR BY ANY SAMPLE OR MODEL THEREOF, AND ALL OTHER WARRANTIES WHATSOEVER CONTAINED IN OR CREATED BY THE FLORIDA UNIFORM COMMERCIAL CODE. (c) Sale of (1) (A) Tenant shall obtain all necessary licenses and permits from the appropriate state and local authorities autborirlog the manufacture and sale to the public of alcoholic beverages and shaft deliver copies of such liceraes and permits to Landlord, and (B) Terson shall obtain liquor liability insurance as required above and shall furnish Landlord with certificates of such insurance along with a written obligation on the pot of its insurance provides that it will notify Landlord at leant 30 days prior to the cmrcellation or a material change to such insurance Policy (2) The sale of alcoholic beverages at the Premises dull be conducted in strict compliance with all applicable laws, nines, and regulations governing the ask of alcoholic beverages at the Premises. In the event of a violation of this suboanwaob (cl by Tenant, Tenant shall immediately Besse all sales of alcoholic beverages at the Premises and the provisions of this Lease permitting such asks shall be of no further force or effect. (3) Tenant shall defend, mclemnify said bold harmless Ladlond and its agents and representatives from and against all claims, demands, causes of action, suits, judgments, damages and ezpen s- (including attorneys' fees) in any way arising from or relating to the manafrctore or sale of alcoholic beverages at the Premises including the failure by Teumt to comply with any applicable laws, ruder, regulations, or licensinng or permitting regnimmeals related to the manufacture or sale of alcoholic bcvcmgea at the Premises. This indemnity provision shall survive termination or expiration of this Lease. RETAIL LEASE, Page 20 (d) ExdstM Use MOW Provided (1) an Event of Defhssii b- u�cu Tenant to than dy oCcapying tProtudes he entire Proes fes the Pesootied Use and {2) en eaa (3) TOWN has tum assigned or steer any portion of the Pcurrent, a'� the Shopping Comm, Landlord will not execute ��° and subject to the rights of otiose twsmts in any lease for apse wi3iaim the Shopping Cater to nay person w entity whose use thereof is no Italisn4lacumd restaurant or a restaurant whose pmruary mean items are puss, pasta and other Italian cuisine (the "Rats Ud Use't. The foregoing peoviaiom shall not be oomuu d so as to proldbia hrc h`11W Sala of such goods or services by other tenant, of the Shopping Cerner for the papoae of this provi imoo the term '{ntMsatd Butlin' means clef, as to the items or services in question the au nud revenue born alas of the same do art exceed 25% of the groes revenues of such other "W dectivW from its premiss. Fabler, duo fotegoing provision shall not be apphfa ble to existing l e am of the SkoppkW Center as of the data of this LraK. eu to tidura lenmtts oawpyiag at least SAW square feat or moor; provided, how"', thst with respect to existing Wnmt% Landlord shall not agree to amend the perm tted users under such tenants' leases, or agree to t>�ri► a smtbfesaee or assignee of such existing wanun , m peradt the on of suah premises for the Restridei Use- Landlord shall not be liable in damages for any breach of the fanegomg provision by any otbar knent of t1z; Shopping Cotter, but shall ac erg 190111"efforaa ts to fora —*K—by such term with the terms of its km,,,, If (A) Landlord violates this Soctim 251dl (a "Lradlasd'a Vhmhtfaa•), (B) Tenant provides Landlord with written notice thereof, and (C) Landlord does not commence to diligently cute such Landlord's Violation within 30 days following receipt of such written notice and care such Lnsudlard's Violation within an additional 60 days alter the expiration of the initial 304y Period, them Tenet shag be entitled to a 50% abatement of Minimum Rent during such period of time W the violation exxtiaoa, for sap to twelve (12) wombs. If the violation remains ongoing for 365 days afler Tenant has delivered written notice thereof to Landlord, then, within tat (10) days &iter such one (1) year. _dfflu wry of the Landlord's Violation, Tenant most eidwr termife the Lase by providing written ttttit a thereof to LandloN, or the Lane shall remain in fall force and ef%ct and Temmt shall resume the payment of M®(mtmm Rent without abatement at its regularly scheduled rake. Lsrdbrd shall have no liability to Tana for mty damages cased by a tandkwod`s Violation; That's sole remedies being the abalesanl of Minimum Real or calcination of th Lease as provided about. If Ladlord 'owes any viability. Claim or dan"c because of this Section (whatha under a claim of antitrtara, restraint of We [or other sitillar claim) or otherwise), Tarim WON indemnify, deGead and bold Landlord Nmuka for all such liabilities, claims or damages, Including reasonable attorneys- fees and expense. (0) (1) landlord hereby grams to Tesmt a home a use of the following dmree (3) auras (A) ■ portico of the aldewsk immediately West of the Presmaas (approa huntely 50 fed by 4 fed), (B) a Portion of due sidewalk itnowdiately Fast of the Preniaes (sppn udma dy 70 feet by 5 fan 6 inches), and (C) a Portion of the "brecieway immediately South of the Premises (approximately 45 fed by 4 fa). each of which is outside of and immediately adjacent so the Leased Premises and shown on Exhibit A -1A-1 (colkxtively, theOatBaer ranks® ��..•). t to L=8011% Prior written approval Of die" design, layout, mateiels. and plana and specifications therefor, Teaat shag cousttrot the Outdoor Seating Area, such 00marsdion to be completed at Terunt'a sole cast and expense and in accordance with the provisions of to77 bawland all applicable Laws (Provided dot Tenant shall have no right or obligation 10 construct f sm. unding die e in alk Outdoor or Seating Area). Tenaw shall not install any equppmem, lighting �or 518Dting Arra without Landlord's pricy angles approval; provided, however. Te:aent may place tables and odrt I damned for outdoor we in the Outdoor Sewing Ara m quantities approved by Lndlotd, so long as such outdoor tables and chain meet the highest standards of quality and appennum went with a fest-clans resturtat and the design and construction of the Sdoppiag Center. All firniaue and other items pbwed by TMW witbia dw Outdoor Seating Area shall be at Tee>aift 0010 and exclusive risk widow any obligation of Landlord whatsoever to provide security for such urns. Town shall be solely rapo0suble for any Ares. damage.theft orvsndelism orf enmeh furnktar omdlorother items INSIM within the: Outdoor Sostn (2) At all times during the Term of this Lease, Tenant shag use the Outdoor Seating Area only far the Permitted Use during Tenant's normal business hosts and dull ewm* with all apphieable Laws relating to (mrd shall obtain all permits and licenses n quked for) the use, couditien, acres t0. sad oecapsmey of the Outdoor Seating Ares. In addition, Tc mt'a rig t to use the Outdoor Seating Area is subject to to rights of other Shopping Center tooaeta and their :oasts. "Win" and invidexa b we the Common Arca for access and tbeur outer intended PupOWa, and Ttwm shalt ren imaf a with arch rights of snob other pubes The ddewsik adjwcest to the Omdoor Sewing Area stall rrmaia unobstructed to allow for pew trafc to sed Within the entire Shopping Caner. Team "ondwais the Oadoor Seating Area so good repair and dean sad orderly condition, Including providing trash receptacles for the egsposul of trash VNwWW by Twaaut'a operations, which sell be removed an a daily basis or note 6equeoty s needed. (3) All obligations o: Teel under this Luse with respect to Tensnt'a nae oCcupaacy, and maintenance of the Premises (fig, wWuEt Iinh %qM Team's iwautoc� and indemnity obligations and surrender obligations) shall aim &ply to the Outdoor Senting Aron wa if the Owdot Seating Ana was part of the Pnanis&v, mcqm that (A) no Minimum Ret or Additional Rest shall be }sayable with respect to the oaor ssKiag Arca, and (B) the awaW of squM ket in the Outdoor Seating Arm cboll tmt ten ivwkdb—d L 6a1.4ulathtg Team's Proportionate Shue. 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(6) The we of the Valet License by Tenant and any permitted assignee, sublicensee or ft-d—) (each, a'Vakt P16-r-W) and collectively the "Vakt Paries") shall be at each such Valet Party's sole risk Mrd exPmm Without limiting the generality of be foregoing, Tamm ackouwledges, on behalf of each Valet Party, that Landirnd will not be insuring any vehicles (or the ca@L "thereof) or asy other property !,tough' onto the Premises or 5hopping Center, nor will Landlord be providing security JIM& to patrol or ober security measures for the Premises or Sh Wag Center. Notwithstanding anything herein to the contrary, Tenant expressly wedges and agrees, on behalf of each Valet Party, that Landlord shall have so liability for and esrptessiy waives all liability of Landlord with regard to (A) the acts or omissions (inohdmg, without limitations, n*Wem WN of failure in aq, iaiendbtul misconduct or Criminal misconduct) of any other nary and (B) my property damage, dwA destruction loss, loss of us or injury b P—os or Property which might Occur on the Premises or in the Shopping Center or as a result of or in connection with tate paridag of vehicles in the Shopping Center (incWdmg in the Retail Parting Ganga) or the use of the Valet License by any Valet Patty, in each pa n2nalm .f whedur the elsNllace of I.aedterd ran...s �.� ..� sh.� r_ - ._ This M§M X ft shall survive the expirauou or culler termtination of this Lease. �aisd•aS4 (7) Tcnan Shall, and hereby exprensly agrees to. indemnify and bold harmless Landlord and all parties claiming by, through or under Landlord and thele respective otTicee'� ea*oyccs• a AssmbOloers' members, Owners, operators, stringers, oontraclo s and agents (each, as 1§019011111W Parte" end collectively the "h ftM &d Patties") from my Loan arising out of or attribtaoble to, oavuriag, faulting fwm, or in guy way related to, directly or indirectly (hrchding, without limitation, all h6uries or dmtmges, htchuft death, to pe.sm or pmperty), i he use of the Valet License by soy Valet Party (and/or my of thea agents, ampbyees, guests, customers or invitees) or the performance by any Vabn Pony of any of its rights or obligations hereunder, even if such Lia is caused or alleged to be caused by the negligence or fault of any Indemmfed Party (other than a Lona wising from the sole or gross negligence or willful misonddet of any Indemnified Party) and/or is based or alleged to be bund upon the Strict liability of any Indemnified Patty. THIS jpipE114 M LS IW MNHnn _ fmnrarwr the expiration or (RER9ARMER OF PAGE I TMMoNALLY LEFT BLANK) P,ETJ L LEASE, Paw 23 LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANTS INTENDED CO?dMERCIAL PURPOSE, AND TENANT'S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT. WITHOUT ABATEMENT, DEMAND. SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease L executed on the respective dales an forth below, but for eefaence purpoeeg, this Lease shall be dated as of the due first above written. If the execution date is left blank, this Dene shall be deemed executed as of the date fust written above. LANDLORD: CH REALTY V I4PSREG BOYNTON BEACB LAS VENfANAS, L.L.C., a Delaware limited liability WITNESSES: company -- By: PSREG Las Vcntanss, LI.C, Peiated Name a Georgia limited liability company, its tM UW Printed Name By. Pollack Shores Real Estate Group. LLC, a Georgia limited liability company. its memap= Name: Title: TLKANT: , ':' ../.L. ' Title: President RE'T'AIL LEASE, Pmt 24 Sr. Sh1�o p 0 11 a�IRi �'3T'1 WUVAUXA SY7 M0<OMO M011iI1�000M�4AAi7Y=r ® �OripNyq �i�+op�nnP>lO�M�1�!#�liOpl�l�l�e� �lr�onO�RA#� P�P� ip-miIivue dam-A-3pp%"*!-W" all-pw—itM—Tqu mimwsuxmvmusmisawmn mwwsamauAoavmmn A9 B�YMMO ANY ONOW t�LUaflQiq� AM= IQIIVM 1MMMMJ.MOY Imam imm MBL AN Ol FiRa Mw TNM imm Nom OBOOIOBi Alnum 8OA> WW BV'�W OW 101MW= WMXUtlO = ILU iD 4r0IMn ASH MPO1QMBi MU NG a Xi MRL AD MDLIMW MOL NM MM MM MK IM7®MOMM AMBO Ari OL MOLLYDim WrdmL OM► 9 m"m womplo p OMOIM m UMVMLL Im rwvj= NY SRMWM MEL IVRI AlWiVWA MUM AM MSS AlS =1tiYM OW UWXN 4 ut lu o-lw A 4_'.-ti._.7,: 776 Exhibit to smelted to Oris Rase solely for the purpose of toaatmg the premises withta tie Shoppang Cerra and depdgim the general kyout of to Shopping Center and shalt on be deaood to be a ragmentatiaa, warranty or agraemew by l.mmlWrd as to any infernetlan shown 6aeae or that the Slopping Center or slaw be ernetly as Indicated berets SOON to cont BOrtltONAI SraNA6r EXHIBIT A, Out®e of Premises - page A-1 I-Vad vuvsqmSJO°PIoll-vasim3 mm,mmm EAST PATIO INTERIOR SPACE am All of Los Vet uum according to the plat dmmf as recorded is PIN Book 110, Page 89 and 90, Public Records of Palm Beach County, Florida EXHIBff B, Description of Shoppiag Center - Page B-1 fij'4,`T:3sZal CERTAIN CQMMON AREA COSTS 1. All expenses related to the ownership. operation, maintenance, management (including management foes). equipping, repair or security of the Shopping Cotler, including salaries, taxes, insurmtce, and employee barefiM 2. All supplies and materials toed in the operation, maintenance or repair of the Shopping Center, including any exterior Imdscapieg and holiday decorations; 3. Costa of utilities for the Common Area of the Shopping Center, including the coat of water and power for heating, lighting. air conditioning and ventilating, and operating founains; 4. All exposes related to the repair, =vice, or maintenance of the Shopping Center and the equipment therein, uwJudmg roof repairs and replacement, window ekanmg, plumbing and electrical repair. HVAC and sprinkler system mainreaance and mWv, signage maintenance and repair, peg control, plate glass repair and replacement, elevator maintenance and janitorial service; 5. All capital expenditures related to the ownership, operation, maintenance and repair of the Shopping Cerner, including those ntctured to effect a redaction in the operating expenses of the Shopping Center or which relate to a capita item installed pursuant to any Law, reserm for replacement of capital item and deprec®tion of machinery and equipment used in connection with the Shopping Center and its mahuenuxA ; and 6. Costs of elmiag, tanrlscsping, snow and ice removal, painting, policing, providing security lir Landlord elects to provide security), fire protection, drainage, striping, repair and replacement of panting surfaces, and of complying with laws enacted or effective after the dale hereof (or inMrpreatiors herafier rendered with respect to any existing Law). EXHIBIT C, Certain Common Area Costs - Page C-1 I -a Wbd - sI-' -WOA%-q 1d 10-1 `Q 1I8M3 Io a1 N&- a Pa1PUW101—llaP P- V!OW'-Wd" q! a UMP WOR% %U-Rk —U" 911 1 np— 01 -"--d >�16dnaoo haw msaol ai0lo9 u!aaayl smaw—dw! !o na pw�saoa ao 0ogyaepP aip o1 palalai saroa Aoa sa! --Mia w ap!nmd Jo m—.L -mg-m o1 pmAlgo a91ou limp P- qv!a I smawa+ xtR -W m *--4p- meow An jo vo!taonavw m 01an417ul1s!ra goxo>r►wdw! Aua jo vo!1!l0mp 801p9m!) 0I*mtp 4mm Aug mjojud o1 uo!loe!PIo oa -,,%aR IpW pjolpu l Pw `oo"Oo ..m-sv.. j! 9 v! d 0p qd-- Aju2q w—.L -HSI N31 9XHFBIT E -I �. Building, Window aLd Door SIgnago 1. Wall signs to be imeras 4,illumicated cabinet signs with "putb-tical graphics and decorative rnoklrogs/embellisliments per Art Sign Company drawing #09-07-06-247, Shed 04 (6om signs), and drawing 909-07.06-247, Sheet #6 (rear signs). 2_ Sign cabinet depth to be 8" excluding 3. Front sips to be a maximum of one (1) square foot per linear foot of storeftmnt lease space, square footage cakoiared exclusive of moklings/embellishments. 4. Rear signs to be a maximum of one-half (0.5) square foot per linear foo( of stcrelmni lease space, square footage calculated exclusive of a toldingslembellishmenm 5. Moldings/embellishments fabricated from I" thick Sintra brand PVC. 6. Sign cabinet fabricated from heliare-welled aluminum angle internal fume with external .125 aluminum fare and sides. 7. All graphics computer-Fouted into aluminum face with matching computer -muted A' thick clear acrylic inserted into the routed aluminum voids iu the face, creating a "push-thre appearance. 8_ 3M brand #3630-33 red translucent vinyl graphic film to be applied to the faces of the 3a" acrylic "pruh-thnu, graphics. 9. Tenant graphics to be in the font of the tenants' choice. 10. Logos are not to exceed 20% of the sign face ares. 11. Aluminum sign face and sides to be in texturized stucco -like finish Sherwin-Williams #6140 Moderate White, 12. Sintra brand PVC rnoldingNcmbellishments to be in texturimd stucco -like futish to match brown paint of building trim. 13. Internal illumination fiom High Output fluorescent lamps and ballasts with all wiring in U.L compliant conduit and raceways concealed within the sign cabinet. 14. All fabricatim installation mad waving to meet or exceed all applicable building and electrical codes and all U.L. requirements and specifications. 13. Window graphics may be black or while die -cut vinyl lettering only. Any window graphics sMuld be limited to a maximum of 6 inch tall lettering and limited to no more Ilium 10% of the door and one adjaccm window surface of any tenam. 16. No sign shall be installed without written landlord approval, City approval, and permit 17. No signage is to be albwed on awnings. I8. Stacked font is allowed, permitted that stacked copy will fn within the designated sign band and will not appear crowded, look inappropriate, or out of rah Aad character with adjacent signage. EXHIBIT E- 1, Sign Criteria — Page E -I-1 FrGUNted MR Z: A. Atr�sataec�at(ci•<<taea s^f�ae D. Fesmons E Flashhrg Sig= F. Pooralgns H. Sigma that awing 1. Suiewsk sign (sr�v� sBiJ r frame) D. Portable signs K. Exposed a ttal3i-C signs I . Signs; that o use free ingress to or etressfrom, a door, window, five escape or other required exit or entrance. M. Sn4= Signs or sib attasleed to or painted on fire escapes, television Muenoas, Satellite dishes, utility poled; or any ®titer astosiated structure. N. Sigh whish emit odors, Sounds, fie, vapor or other viable maser. O• Unnutharia ed sits nn propany mored by or under control of the City of Bo) ton Beach. P. Bannem (urdew appmv®d pr rsffint to Chi 21) Q. Of preruism sigh, except thenen: PEMdUed under Chapter 21, Article III, 56caio;a ai (Sp=ial Sim) or Chapter 22, Article II, Section 7, Pwvgmph O (Neighborhood Identification Signs). h signs in resbdeotial zoning dietrects excqe thae in a development where models are It'iag demonstrated, art illumbisted Sign, tnaeetiog the other requitaneuts of this chapter, may be used pmvicW 110 illumination is Showa between the how of900 p.m. and 7:00 a.et. the following day. S. Bill boards T. Noti-geometric signs Moped to depict figures or demonstrative Shapzs used to ataact attention to the busin activity with which Use sign is associekd. U. Painted wall signs V. PYIM Sighs W. Any othe r sego prohibited by the City of Boynton Besch EXMrr E -I, Sign CtiaeW- Page E -I-2 EXHIBrT E-2, Pee-Appmved Sigaage v PW E-2.1 REVERSE CHANNEL NON -ILLUMINATED 2" PENETRATIONS L, i .090 ALUMINUM 51DEWALLS .CONCEALED MOUNTING CLIPS .125 ALUMINUM FACE LINE OF EXISTING WALL WELD CORNERS & EDGES SANDED SMOOTH u m DRAWN BY - Qw DRAWINGS ••••.w•...•w. • •.... ••.•������ 181250A RATE SHEET SCALE BOYNTON BEACH, FLORIDA PNME: Hl-V"l 1, A-1 • •• •� «` FU:561a74-IM OF 03 SHEETS KEVEK5E CHANNEL NON -ILLUMINATED 2" PENETRATIONS ,. Dr A. .090 ALUMINUM 51DEWALLS \CONCEALED MOUNTING CLIPS .125 ALUMINUM FACE LINE OF EXISTING WALL WELD CORNERS & EDGES SANDED SMOOTH ncrawnaI DRAWN BY DRAWING A oe�annr a ... . r ..... r . ........... 1612508 %wDATE «.« .« .... SHEET SCALE BOYNTON BEACH, FLORIDA PHom: "l-w"Ill A-1 FAX:561-3744M OF 03 SHEETS '?Lin, _ s • - SHOPPING COTi ZA warn tE Ribgytu&"OIJS The following rules and regulations shelf apply to Tense's use of premises and the Shopping Center, sad the appurtenances thereto: 1. OPERATION. Tenant shall conduct its Wsin= in tlrc Premises in all respects in a dignified nares and in occordmce with high standards of stone operation and that of a first-class shopping center. 2 BUSINESS HOURS. Tenant will remain open for business Mnnsday through Sunday from 4:90 p.m. to 8 p.ns., plus any additional ham for the Shopping Center as set by the Landlord from time to time. Teaam nay also remain open for any additional haws desired by Tenant, subject to Landlord approval 3. WIhPDOW TREATMENg. No curtains, draperies, blinds, shades. window tinting, or screens shall be attached to or hang or used in connection with any window or door of the Premises without prior consent of the Landlord- Curtahs, draperies. blinds, shades or ssrece s rust be of a Quality, type; deep and color approved by Landlord. Further, all draperies, shades or screens shag have a natural color or fabric facing exterior window views. 4. DF] VEIU C Ali deliveries or shipments of any kind to and finm the Premises shall be made in a mama directed by Landlord with no eicaptions. Failure to abide by this rule could result in a fine by the applicable governing amuacipality, sad Tenant shell indemnify and bold Landlord harmless from and against any costs in connection with Temoft violation of this restriction. Loading and unloading of merchandise, supplies and other goods, shall be made only by way of she rear of the Premiss at a location designated by Landlord, and only at such times designated for such purpme by Landlord; trailer ao&or trucks servicing the Drained Premises may only park in portioen of the Shopping Center designated for such purpose by Landlord, and only while actively losding/unloading. In no event may my trucks be parked in a manner which may interfere with the use of the Common Aron or any pedestrian or vehicular access S. RADIO, TELEVISION. E 0DERM NOISE Except as atprwly peyn fined by Ss lot m 8(cNBI of the Lease, no radio, television, phonograph or other devices, or serial attached (hereto (inside or outside the Premises) shall be installed without Grit obtaining in each instance the Landlord's written consent; and if such consent be given, unless otherwise approved, no such device shell be used in a manner so as to be heard or seen am"i& of the Premises, and no advertising medium shall be used whwb can be seen, beard or experienced outside the Premises, including, but not limited to, flashing lights and wwchbght& if any live music is played of the Premises, same shag be performed in a -r so as not to be beard outside of the Premises. Any nightclub shall imtaU sound attenuation materials approved by Landlord inside the walls and Ceilings of Premises. 6. AREAS ADJOINING PREMISES. Tenant shall keep the area immediately adjoining the tare anises in die final and at the resr of the Premiss, including any portion of the Common Area where Tenant is given the right 10 use for a axles or service area, clean and five from dirt nod rubbish, and Tenant shall not place, suffer or permit any obshuuiom or property in such area or in any sea outside of the Premises Notwithstanding the foregoing, Tenant shall have the right to needy store in the Outdoor Seating Area the tables, chairs, umbrella and other furniture used therein, to lamp as such item are stored in a manner that dos not impede pedestrian traffic. 7. MAI EONANCE Ternnt will maintain the Premises at its own expense in a clean, orderly and sanitary condition and free of unreasonable odors, insects, rodcuM vermin, and other pests; will ant burn or permit undue accumulation of sarbage, trash, rubbish and other refuse, and will remove the same from the praaises to Compactors or other receptacles provided by Landlord, and will beep such refuse in proper cousines on the interior of the Premiss until so removed from the Premises Team shall keep the entry and exit ways immedietcly adjoining the Premised clean and shall not place or permit any rubbish, obstruction or merchandise in such areas. Tenant shall break down, (humeri or otherwise condense all boxas and bash placed in any us* receptacle. Notwithstanding the foregoing. Tenant at its expense shag male special arrpngemems, which must be acceptable to Landlord for the collection, slorage and removal of any grease, ads, fats, rerderings, foods, or similar waste an of which shall be carried and not dragged to the appropriate disposal facility. sad Ann not place same in any corunclorf or other hash receptacles for the Center or in the fewer system ysten of the Shopping CesYer, or in EXHIBIT F, Shopping Center Rales and Regulations - Page F-1 the alternative LAndlord will have the right to remove same and charge Tenant for all coact associated therewith, which shall be paid within ten (10) days after written demand by Landlord No such waste materials shall be removed Som the Premises in any leaking bags or containers, and if any such waste materials soil on any portion of the Common Area same shall be immediately cleaned up by TaWDL S, sTopAGE OF ARTICLES OUTSIDE PREMISES. Except am odwwiw expressly perminud by Section 25(s) of the Lease or in this EAubh, Tenant will not place or maintain any me:raband'se, vending machines or other articles in the vestibule or entry of the Premises, on the footwalks adjacent thereto or c6cwhere on the exterior thereof. 9. USE OF AREAS OUTSIDE PREMISES. Tema will not use, or permit to be used, the malls or sidewalks adjacent to the Premises, army other space outside of the Premises for the display or sale or offering for sale of any merchandise or for any other business, occupation or undertelong, unless permitted by landlord in writing. 10. NO SOLICITATIONS. Tenant will not use or permit the use of any portion of the Shopping Center or the Premises for solicitations, dtemonanitions or itinerant vending, or any activities inconsistent with reasonable standards of good Shopping Center practice; Tenant and Tenant's employees and agents shall not solicit businew in the Common Area, nor shall Tenant distribute any advertising matter on automobiles parked in the parking areas or other Common Area without Landlord's prior written consent I 1 _ PLUMBING EACIL177ES. The phnmbing facilities within or serving the Premises shall not be used for any purposes other thea for which they were constructed, and no foreign substances of any kind shall be thrown therein. Damage resulting to any such fixtures or appliartas Som misuse by Tenant or its agents, employees or inviteer, shall be paid by Tenant. 12. M SREPINd OR LQ%jM. Tenmt shall not use, permit or suffer the ust of any porion of the Premises in living, sleeping or lodging quarters 13. EXCESSIVE FLOOR LOADS. No load will be placed on any floor of the Premises which exceeds the floor load per square foot area which such floor area was designated to carry. 14. VIBRATION AND NOISE All mechanical equipment and machinery in or serving the Premises will be kept free of vibration and noise which may be transmitted beyond the confines of Use Premises, and, to the extent applicable, Tenant will provide sound barriers for Tenant's roof -top HVAC system to the extant required by soy environmental or other law, nde, regulation, guideline or order. 15. ODORS. Temant shall nor rause or permit strong, unusual, offensive or *actionable noise, odors, fumes, dust or vapors to emanate or be dispelled from the Premises; provided that odors that we typically, associated with Italian cuisine and a pizza oven shall be permitted. 16. LIVE ANIMALS. No live animals will be kept on or within the Ptemism. 17. EXTERMINATOR SERVICE Tenant must have the Premises serviced by a pest exi rmmator approved or selected by Landlord at lean once per month (once a week if Te mot sells food or beverages within the Premises) at Tenant's expense. Landlord, at its option and from time to time, may, at the expert" of the Tenant employ a peal extermination contractor to service the Premises at such intervals as Landlord may require, and Tenant shall permit said contractor to coca the Premises to perform pest extermination services. Ig. FLOOR COVERING. Tenant shall not lay linoleum or other similar floor covering so that such floor covering shall come in direct contact with the floor of the Premises and if linoleum or other similar floor covering is so used, an interline of builders deadening felt shall fust be affixed to the floor by paste or other material soluble in water, so that such floor covering may be easily removed The use of cement or other similar material is prohibited EXHIBIT F, Shopping Center Rules and Regulations - Page F-2 19. STORAGE OF VE K ESMARi IM. No automobiles, tucks or Other vehicles may be stored on the Shopping Censer, or may be parked on the Sboppint Center which are not apoeb of being nm under their own power. Tenser and Tamt's ernldoyees shall park theme cars only in those portions of the parking area designated for those propos" by the Luadlord. LIMMIlord has and eves IM right to alter the methods used to control parking anal the right to establish such controls and rules and rcgulmdow (such as parting stickers to be affixed to vehicles) regarding parking Abu Landlord deems desirable. Withow Ii"m,. Landlord will have the right to tow Or otherwise remove vehicles improperly parking. bang ingress or egress lanes. Or violating pig nil", at the expense of the offemdiog tenant and/or owner of the vebicla Landlord shall not have any liability on account of any Joss or damage to any vehicle or the contents timeof, Tennot hereby agreeing to bear the risk of loss for mane. In the evert that die Temd or its employees fail to park their cats in daigmted psddng shins ea aforesaid then �e LamdiOrd, at its option, may without littaitmg its right to other tow ar have such vehiela removed elect to "bone arch vehicleand/or edunrge Team ten (t 10.00) dollars per day or partial day per car pig in any area other than that designated for employee parking. Termor shell atdemniijr. hold and save harmless Landlord of any Imbiiity Wising 6rom such lowing or booting of any vehicles. This Paragraph 19 shall be subject to the terms and of>� 25(l) of the I nae pravhiom 20'AWMMS94G AND PRQMMIQKAL MAUS16U Te wd will not why, paw or caws t be displayed, painted or placed, any handbills, bumper stielmra or other advertising apromotional mareisls or devices on any vehicle puked in the parking area of the Sboppimg Center. whether bei to Tenant, or to TeramCa agents or employees, or to any other person; win not distribute, or carpe to be d' utnlaaed, in the SboPPmB Center, any handbills or other advertising devices, and will not conduct Or permit Any activities that sight constitute a nuisance or unreasonable source of annoyance to other tourns of the Slopping Center or their ewtamem 21. DISPLAYS AND DE+'011_AnM. Team shall not place, suM:F ear permit displays or decoration on the sidewalks outside of the Premises or an or upon any of the pauidng Or other portions of the Common Area Additionally, Tenant doll trot place or permit to be placed any seating shags outside of the Premia" or anywhere within the Common Aron without the express prior written consent of LaaOoni No signs, advertisements or notices shall be paimkd or affixed em or b any windows or doors or other pmt of the Shopping Center without the prior written consent of Landlord. No mils, books or screws shall be driven or inserted in any part of the Shopping Ceder except by Shopping Center maintenance personnel. TcrtUCI Rest :moa: Tenant shall not ram or p mart to occur: i. any violation of arty federal state, or local law, adinxaoe, or regulation now Or herafkr enacted, related to enviroomemal conotio ns on, under, oto about the Premises or arising hors Te nsaft we or occupancy of the Premises ncludk& bd not limited to. soil and ground water conditions; or ii. the me, generation, mks_, mamufictwe, n fi3img, production, prooesaing, SWMV or disposal of any Hazardow Material without Ltmdluft prior wnuan conaau, which consent may be withdrawn, Conditioned, er modified by LaWWW in its sole aril absolute disme loo in Order to inure compliance with all applicable "JEW " (hereinaper defined), as such Laws may be emceed or amended from cone to time. i. Taunt shall, at Temaft own ezpa m, comply with a[l laws regulating the rose, gcoeraUM slornge. tr nrparlation, or disposal ofu—dous Mswrial$ ii. TOR" dart, at Temmh urn ea:peaso, make all sulm iarions to, provide all inf x nation required by and oomph"with all roquiremods of all govaammul outimmitics under the Laws. HL Sbmld my gover -mi -&why or any, third party demand that a cleanup plan be preparod and a ekaoup be undetilow because of any deposit,, spill. dbcbarge, or odtee tease of Hazardous Materials that occurs daring the tem crab lease, at or kom the Premises or which wises at any time from Tem Ws EXHUMT F, Shopping Gratis Rebs and Regdadoms - Page F-3 use or occupancy of the Premises. then Tenant shall, at Teruot's own expense, prepare and submit the raWred plans and all related bonds and other financial assurances and Tenant shall carry ant all such cleanup plans. C. Tenant shall promptly provide all information regarding the use, generation, storage, transportation, or disposal of Hazardous Materials that is required by leadlord. d. If Tenant Falls to fmhflll any duty imposed under this Paragraph within thirty (30) days Mowing Landlord's written request, Landk d may proceed with such efforts and im each cast, Tenant shall cooperate with Landlord in order to prepare all documents Tmdkxd shams necessary or appropriate to determine the applicability of the Laws to the Premises and Tensors use thereof and for owoplisnee therewith sed Tenant shall executb ail documents promptly upon Landlord's nMuew and any exxpersen incurred by Landlord sball be payable by Tenant as an additional rear. No such action by Landlord and no attempt nude by Landlord to mitigate damages under any Law shall constitute a waiver of any of Tenanes obligations m I this Paragraph. C. Tenanes obligations and liabilities under this Paragraph 22 shell survive the expiration of this Lease. 23. INCIDENT NOTICE. Tenant shall give to Landlord prompt written notice of any accident, fire, burglary, thofl, or damage occurring on or to the Premises- 24. remises2Q. USE OF COMMON AREA Except as otherwise expressly permitted by Section 25te1 of the Lease, the Common Area shall not be obstructed by Tenant or used for purposes other than parking, ingress and egress to and born the Premises and for going from one to another part of the Shopping Center. 23. LOCKS. Landlord shall provide all door locks in TeneWs Premises, at the cost of Tenant, and Tenant shall not Place any atiditiwal door locks in the Premises without Landlord's prior written consent. Landlord shall fumisb to Tenant a reasooabk number of keys to Te en's Premises, a Tenant's cask and Tenant shell not make duplicates thereof. 26. OPERATION OF MACHINERY. No mschioery of any kind (other than normal office equipment) shall be operated by Tenant without Landlord's prior written comsero, aur shall Temaat use or keep in the Shopping Center any flammable or explosive Void or submenoe 27. LOST ITEMS. Landlord will ane be responsible for Int or stolen personal property, money or jewelry from a to w9% premises or public orcommon area mgwdka of whether such loss o=rs when the area is locked against entry or out. 28. VENDING MACHINES. No vending or dispensing machines of any kind may be maintained in any leased premises without the prior wrinen permission of Landlord. 29. DISRUPTIVE ACTIVITIES. Tenant shall not conduct any activity on or about the Premises or Shopping Center which will draw pickets, demonstrators, or the like. 30. OFF-LIMITS AREAS. No tenant may enter into phone rooms, electrical rooms, mechanical rooms, or other service vas of the Shopping Center unless accompmied by Laedlmd or the Shopping Center UMMMW- 31, n.i r.[:et R NSAFE Ar-MMU. Tenant will as permit any Tenant Party to bring onto the ShoPWng Center any ham, firearm or other weapons orany bad. illegal drugs or, unless expressly permitted by Landlord is writing, alcobolic beverages. EXHIBIT F. Shopping Center Rules and Regulations - Page FA AENAMMADDAMI Re: Lease Agreement (Wo *IM*) dated , 20l between CH REALTY VII-PSREG BOYNTON BEACH LAS VFNCANAS, L.L.C., a Liekwtue limited liability Amy (-IMJkWI and STEVEN PELLEGRINO, an individual ('TMMr). CapiWized terms used hcrcin but not defined shall be given the Meanings assigned to them in the Lease. Ladies and GenticnIM Landlord and Tenew agree as folbws: I. C 091111 of Pr Mbm Tenant has accepted possession of the Preaolsea putsuent to the Lau Any improvements required by the tarns of the Lase to be made by Landlord have teen compleled complete satisfaction of Tenant in an respects except for the to the full and 'Paaehlist Item and puachliat items on harem (the s1- except for such Punchlist Items, Landlord has fidfilled all of its duties under the Lase with respect to such initial recant inWmvc meats. Furthermore, Tenant sdarowledges that the Piemises me suitable for the Permitted Use, 2. Commencement Darr. The Commence wmg Bate of the Lease iS - -201 3. Isaalrattoo Date The Term is sehedWed to expire; on the last day of the , _eh full calendar month of the Term, which date is 201 4. Confaet Person. Tenant's contact person in tIr .� pegs is: Steven Pellegrino, Sr. 630 Anchor Point Delray Beach, Florida 33444 Telephone: Teleeopy: 5. 911111MICIUM Temmt hereby ratifies and confirms its obligations Wider the Lease, and represents ami warrants to Landlord that it has no defenses thereto. Additionally, Tenant further confirms and ratifies that, as of the date hereof, (a) the Lease is and retains in good ponding and Ina NU force sod etkct, and (b) Tenant has no claims, count rclaicsc, seboffs or defenses against Landlord arising ons of the Lease or in any way minting thereto or arising out of say other traoanctioa between? Landlord and Tenant. 6' 1Wtliae Fit s�t Z Except as modified hereby, the Lem shall remain in full effect and this letter shall be binding upon Landlord rid Tenant and their rcWmdve succeinom and LVjgg. If any i0Coflsistimry exists or arises between the terms of this letter and the terns of the Lease:, the tetras of this to shall prevail. This letter #W be governed by the lewa of the State in which the Premise; are located Please indicate: your agmeowng to the dove motets by signing this lever in the space indicated below and returning an executed original to us. EXHIBIT G, ConGreaatim of Connytencemeng Date - Page G-1 Sincerely, CH REALTY VII-PSREG BOYNTON BEACH LAS VENTANAS, LL -C., a Delaware limited liability company By. PSREG Las Ventanas, LLC, a Geor& limited liability company, its manager By. Polls* Shotes Real Estate Group, LLC, E Georgia limited liability company, its manager Name: Agreed and accepted: BACIAMI, INC., a Florid�c%ion By. Na Stcvea Pellegrino, Sr. Title: President SIT G, CooSrmation of Comameaeerout Date - Page G-2 Pleae insert any pttn hhm iteral dwt remain to be Pafiotrtad by Exnmotd. If OD iteots are hoed below by Tenan4 none "be deemed to exist. EXHIBIT G, Confirmation of Commeooemew pale - Page G-3 EXHII$LT R FORM OF JENANT ESTOPPEL CERTIFICATE The mdasigoed is the Tenant under an Lease (defined below) between CH REALTY VII-PSREG BOYNTON BEACH LAS VENTANAS, L.L.C., a Delawan limited liability company, as Landlord, and the undersigned as Tenant, for the Premises in the Shoppaig Ceder located at 8-1411-1419 5. Federal Highway, Boymon Beach, Florida 33435 and commonly (mown as The Shoppes at Las Venu mas, and hereby certifies as follows: 1. The Lease consists of the original Lease Agreement dated as of _ 201_ between Tenant and I andinrdrs predecessor -in -interest] and the following amendments or mosrmtiow thereto (if none, please state "none'): The documents listed above art herein collectively referred to as the 'Lease" and represent the entire agreement between the parties with respect to the Premises. AU capitalized terms used herein but not defined shall be given the meaning assigned to them in the L.earc 2. The Lease is in full force and effect and has not been modified, supplemented or amended in any way except as provided in Section I above. 3. The Term conrneoced on _ and the Tam expires, excluding any renewal options, on . 201_, and Tenant has no option to purchase all or any part of the Premises or the Shopping Center or. except as expressly set forth m the Lease, any option to terminate or carol the Lease. 4. Tenant currently occupies the Premises described in the Lease and Tenant has not transferred, assigned, or sublet any portion of the Premises nor entered into any license or concession agreements with respect thereto except as follows (if none, please state "Done'): All monthly instalhneats of Minimum Rent, all Percentage Rent, all Additional Rem and all monthly installments of estimated Additional Red have been pad when due through The currcw monthly installmeus of Minimum Rent and Additional Rem or. Minimum Rent $ Common Arca Charge $ Retail Area expenses S _ Total S __ 5. All conditions of the Lem to be performed by Landlord necessary to the enforceabnility of the L case have been satisfied and Landlord is ant in default themunder. In addition, Tenant has not delivered any notice to Landlord regarding a default by Landlord thereunder. 6. As of the date hereof, them we no existing defenses or offsets, or, to the undersigned's knowledge, claims or any basis for a claim, that the undersigned has against L eco ilotd and no event bur occurred and no condition exists, which, with the giving of notice or the passage of time, or both, will constitute a default under the Lease. EXHIBIT H, Form of Tenant Estoppel Certificate — Page H-1 7. No rental has bir=o paid cote than 30 days is advance and no seceinty deposit has been deliveesd to Landlord except as provided in die Lease. 8. If Team is a omporstiiou, pwuwsbip or other business entity, each individual execating fhb Estoppel Certificate on behalf of Tion hereby tntpreadas and war. uds that Tenant is a duly formol and esiating entity qualified to do business in the state in whiCh the Prmbm ate loafed and that Tenant has full rithl and autbonty to execute and dchm this Estoppel CertifieNe and that each person signing on behalf of Tenant is authorized to do am 9. There are am actions pending against Tenant under any bantanptcy or similar laws of dw United States or any state. 10. Other than in coutpipmoe with all applicable laws and incidental to the ordinary course of the use of tic Premises, the undersigned has not used or stored nay hundoua substances in the Premises. 11. Tenant u not itself, and a riot directly or indirectly owned, controlled or stepported by, a `Specially Designated National" or otherwise designated a a blocked person under any repletion of the Office of Foreign Aaets Control, U.S. Deperuncet of Treasury (em.www.usu=Lgoviofrmstcaforceawnt/OFAC). 12. All tenant improvement work to be performed by Laodbrd under the Leese bas been compiled in ac;cm,dance with site Lase and has been accepted by the undendpW and all relisbursements and albwatuxs due to the undersigned under the Lasa in connection with any tenant i aprowereent work have been paid int full. Term acknowledges that this Emppel Ccnifieate may be delivered in Landlord, Landlord's Mortgagee or to a prospective mortgagee or ptoapeetive paueivaser, nasi dadr respecyive successors and assigns, and aeknowhxigcs that Landlord, Landlord's Mortgagee and/or such prospective mortgagee or prospective purchaser will be relying upon the statements contained herein in disbursing ban advances or toaidng a new ban or ac"iring the property of which the Prtmtiss we a purt and that receipt by it of this certificate is a condition of disbursing lam advances or making such ban or acgttiring such property. Executed u of -- -- TENANT: BACIAMI, INC„ a Florida corporation By: Steven Pellegrino, Sr. Ti : President EXHIBIT H, Fomn of Tetumt Estoppel Ce rtifieab — Pw W2 � Tenons shall not use or permit the ase of the Premiset for any other business or purpose, except as set forth in the Paragraph 8 of this Lease and in strict accordance with the rule and regulations for the Shopping Center. No part of the Premises shall be used for any purpose other than retail sales sadlor mvices„ offioo, restaurants or other cononercial purposes which are panutted by applicable mining and otter lawn and which are typically fined in fust class retail shopping centers in the County in which the Shopping Cerner is located No part of the exterior shall be used for an automatic seller maehMe. THE FOLLOWING PROHIBMONS AND RESTRICTIONS SHALL NOT BE DERMED TO APPLY TO LANDLORD, BUT ONLY TO TENANT UNDER THE LEAS& Landlord shall have the right, in Landlord's sole and absolute discretion, to waive all or any of the prolnbitions set forth herew upon such matters, terms and conditions as landlord, in its sole discretion may determine. The Premises, in whole or in part, shall not be used or operated directly or indirectly for any of the foll",iing: 1. The operation of a retail stare offering the following services for sale to the general public: UPS, DHL, FedEx Airboante oversight delivery services. postai services, packaging and shipping service, mailbox rentals, fax for profit, and copy and prinft services 2. The operation of a Greck restaurant with its principal business (more than 25% of is gross sales) being the sale of Greek food 3. The operation ora vestaws ru with its principals business being the sak of coffee, tea and amoothiea 4. The sale of submarine sandwiches 5. The operation of a local real estate broLerage office 6. The operation of a knitters' studio and retail ask of knitting supplies 7. The leasing and sale of otorormed scooters 8. The operation of a spots bar. For purposes of this exclusive, a sports bar is a bar having more than four televisions per 1,500 square feet, billiard tables, and which shows televised sporting events on multiple lckvisimss 9. The operation of a high-end, appomnresu only hair ssbo 10. The operation of a yoga or plates studio of center EMBIT 1, Prohibited Uses - Page 1-1 )SIT J As a material inducement to Landlord to ower into the lease Agic went, dated '2016 (the 'jam'), between Bscismi, Inc., a Florid® corporation, as Tenant, and CH Really VII-PSREG Boynton Beach Lis Ventaeas, L.L.C., a Delaware limited liability company, as Landlord, Stever Pellegrino, an individual stinting in the State of Florida ("2MBntor"), haeby unconditionally and irrevocably guarwatces the complete and timely pa*rmance of each obligation of Tema (sod any assignee) under the Lem and any extern nus or renewals of wad amendments to the Iuase. This Guaranty is as absolute, primary, and continuing, guaranty of paymeat and perforn encs: and is independent of Teame's obligations coder dw Lease. Guarantor (and if this Guaranty is signed by more than oae person or entity, each Guarantor hereunder) shall be primarily liable, jointly and severally, with Team and say other gaermmr of Team's obligation Guarantor waives nay right to require LarAord to (a) join Temust with Guarantor in any out arising under this Guaranty, (b) proceed against or —hour my seenity given to secure Tensores obligations order do Lowe, or (e) pww c or exhaust any other remedy in Landlord's power. Utw1 all of Team es obligations to Landlord have been &ch:rged in full, Guarantor shall have on right of wMaption against Tenant. Landlord may, without notice or demand and without affecting Guaramoes liability hereunder, Sara time to time, compromise, extend or otherwise modify any or all of the terms of the Lesse, or fail to perfect, or foil to continue dw perfection of, any security interests graved oder the Lase. Without limiting the generality of the futegoing, if Team elects to increase the sin of the leased premises, extend the lease term, or otherwise expood Tenant's obligations under the Lease, Tenams execution of such lase doamreatation shall Mute Guarantors cooseut thereto (and such increased obligations of Teomt under the Lae sbdl constame a guaranteed obligation hetewider); Guarantor hereby waives any and all rights to consent thereto. Garamtur waives any tight to participate in any security now or hereafter held by Lmdlord. Guarantor Mseby waives all pemattmeats, demauds for performance, coticea of noupmformaoce, protests, notices of protest, dishonor and notices ofacceptance of this Guaranty, and waives all notices of existence, creation or incurring of new or additional obligations from Tenant to Landlord Guarantor further waives all defenses afforded guarantors or based on suretyship or impairment of collided aoder:pplicable Law, other than payment and performance in Sall of Tenants obligations under the Lease The liability of Gnaramor under this Guaranty will not be aMcied by (I) the release or discharge of Taint froth, or impairment, limitation or modification of. Tenants obligations under the Lase in any bankruptcy, receivership. or other debtor relief proceeding, whether state or federal and %whether voluntary or mvokmmry; (2) the rejection or disaffirmance of tate Lase in any such proceeding; or (3) the ceasation from any cause whatsoever ofthe liability efTenam under the Lease. Guarantor shall pay to Landlord all cones incurred by Landlord in enforcing this Guaranty (imc6diog, without limitation, reasonable attorneys' fees and expemcs). The obiwmwus of Team under the Leese to execute and deliver a mppel swements, as therein provided, shall be deemed to also require the Guarantor baemder to do oto and provide the same relative to Gus=mW rdlowing written nqucst by Landlord in accordance with the teems of the Lase. All notices and other communicafim given panmnt to, or in connection with, this Guaranty shell be delivered in the same mamer required in the Lease. All notices or other eommum stmas addressed to Guarantor dndl be delivered at the address ad forth below. This Guaranty shall be Wading upon the boles, bgal tepteseenuva, successes and assigns of Chummier and doll awe to the benefit of LmWkw 's asummors end assigns. Notwithstanding the Wregoiag to the contrary, and provided no Even of Default occurs under the Lease, Ow term of this Guaranty dell expire on the turd (3') amdvetsary of the Commencement Dun. I& however, an Event of Default occurs before ►ter third (3d) anniversary of the Commeaccracat Date, the tern of the Guaranty WWI contimie without the benefit of the arly tnminmim right gtamed in tie immediately ptecefirhg sentence. (rHE RIMUNDER OF THIS PAGE IS WrENTIONALLY LEFT BLANK.) EXHU31T J, Guaranty - PW M Executed as of . 2016. EVEN PIVLEGRMO, an individual Address: 630 Anchor Pant Delray Beach, Florida 33444 Telephone: 401-932-3111 Telecopy. 561-274-0411 Driver's License No-- P426-761-63-176-0 (FL.) EXHIBTT J, Guaranty — Pap J-2 RENEWAL OPTIONS Provided no Event of Default exists and Teras; is ooeapyiag the emirs Prenares at the timnc of such election, and provided Tensors Groes Sala are not lea tbm 52,000,000.00 for the 12 -month mh period isle of immediately precaCag the dace of much election (provided that, if, during sacb 12 -mo alt period, a Casualty occurred resulting in Taiwan ban8 parted from conduce% its busm ss m die Pneatises, Wen such U000AW 00 thecs6oId for Tenot's GrowSaks for each 12 mmq! period shall be rsdmoed by f5,430.00 per day that Tenant was so prevented filum conducting its business in the Premises). Team may renew this Lease for two additional Periods of five years each, by delivering written notice of the exercise thereof to Landlord ant earlier than 12 months nor later thea nine months before the expiration of the Tem or the fast renewal thareo& a applicable The Milunhum Rent payable for each month doing such exlanded Tam shall be the prevailing [ental rate (,be "fir va9lna Ren t tt.►."), at the commencement of such extended Tam, for renewals of apwe in the Shopping Lamer of equivalent utility and location, with the length of the extended Term, the use of d w P q�eh: �' ross Sales, and the credit standing of Tenant to be Woen into acconaL Within 30 days after temipt of anticipated nulla to renew, Landlord shall deliver to Tenant written notice of the Prevailing Rental Rate and shall advise Tenn not of the enquired adjustment to Minimum Rent, if any, and die other tarns and conditions offered Team[ shall, within fes days ailed tempt of Landiods entice, edify Landlord to aritiag whether Tenant actxps or tojects Landlord's determination Of the Prevailing Rectal Rate. If Tenant timely notifies Landlord that Tenant see" Landlord's delamirogicho of the Prevailing Rental Rate, then, on or before the commesennent date of the e:readed Tams, Landlordand Taunt shall execute an amendment to this Lease extending the Term on the some terms follows: provided in this Lame,except as (a) The Minimum Real shell be adjusted to the Prevailing Rental Rate, and the B realwint Amount she! I be appropriately adjusted in the same proportion as the chmge in Minimum Reit; (b) Following the exercise of the renewal oPdioeu cotteinod in this Ezh& X Tenant shaU have no further renewal option unless expressly granted by Landlord m writing: and (c) Lamy ail shall shall not provide to Tenant say alllease to Tenant the Pr WMM in their [benteg -curtcondition, and Landlord tenant inducements. owances (e g., moving Allowance, construction allowance:, and the bite) or other If Tenant rejects Laudladd's detenttitabon of the Prevailing Rental Rate, or fails to timely utotify Landlord in writing that Tenant accepts or rejects Landlord's determination of the Prevailing Rental Rye, time being of the essence with respect thereto, TcnwWs rights under this Exhibit shall terminate and Tenant shall have no riht renew this I nee gto Tenants rights under this Exhibit shall terminate if (1) this Lesse or Team's right to Premises is terminated, (2) Tenant possessionhP m We otter than to a Permitted Transferee, or fails imp e, aaw or audiles airy port)an of the Pretalxx the essence with respect to Tenants exercise thereof y moo undo this �� time �3 of EXH WIT 3:, Renewal Optiotd�. - pagt r: -I IWC;lIIQ�J UN'T ABATEMENT PROVISION'S Rent shall be conditionally shared as follow Minimum Rent, Percentage Rent, Tenant's Monthly Common Area Marge, and Tenmtes Proportionate Share of Retail Area ExPMM shall be cooditionally abated during the first three (3) Law Months of the Tem Notwithstandithg such abatement of Minimum Rent, Percentage Rent, Tenant's Monthly Common Area Charge, and Temuu's Proportionate Share of Retail Area Expenses, any increases m Minimum Rent set forth in this Lease shall occur on dere dates scheduled therefor. 2 Minimum Rent shall be corditiotally abated during the fourth (01) through tenth (1001) Lesse Months of the Term. Notwithstanding such abatement of Minimum Rent (a) all other sums due under this Lease, including Percentage Rent and Additional Rent, AnU be payable a provided in this I== during such abatement period, and (b) any increases in Minimum Rent set forth in this Lease shall occur an the dates scheduled therefor. Commencing with the fust day of the eleventh (11 a) Lease Month of the Turn, Tvant shall matte all Rem payments as otherwise provided in this Leese. The abatement of Rau provided for in this Exhibit is conditioned upon Team's fedl and timely performance of all of its obligations tinder this Lease. If at any time during the Taman Event of Default by Tenant ocems, then the abatement of any Rem provided for in this Exhibit "I immediately' - n n - void, and Tenant shall promptly Pay to Landlord, in addition to all other amounts doe to Landlord under this Lease. the frill amount of all Rent herein stated EXHIBIT L, Rent Abatement Provision - Page L-1 Turtsup Landscaping & Lawn service Inc 685 Enfield Court Delray beach, 1133444 561-419-7357 Bill To: Baciami 1415 S. Federal Hwy Boynton Beach, FL 33435 Invoice Invoice M 6449 Invoice Date: 1/27117 Due Date. 1/27/17 Case: P.O. Number: Hours/Cty Rate Amount Plant 8 Cypress Trees 100.00 800.00 Annual Flowers 75..00 Total $ 875.00 Payments/Credits Balance Due $ 875.00 Third Street Signs 561-374-9111 ..-.a: Job Number.- TO: umber:TO: Baciami March 20, 2017 17368 ITIN NO. QTY 20.00 7" x 12" Window decals 190 Instaq above Subtotal 212.00 Tax rate: 7 % Tax 14.84 Total 226.84 Third Street Sions 561.374.9111 Date: January 11, 2017 .Inh Numher• 161250A TO: Baciami Dvynivn Dvach, r-lvrida PROJECT: BAC IAM I BOYN rq C BEACH RA CRA BOARD MEETING OF: April 11, 2017 X I Consent Agenda I I Old Business I I New Business I I Legal Information Only I I CRAAB AGENDA ITEM: VIII.R. SUBJECT: Approval of Baciami, Inc. for Construction Permit Incentive Grant Program SUMMARY: The Commercial Construction Permit Incentive Program is designed to assist businesses with permit costs associated with the renovation and /or new construction projects. Approved applicants are eligible for the reimbursement of City of Boynton Beach building permit fees in the amount of 2.3% of the project's permitted valuation if their project cost is under $250,000 and 3.3% of the project's permitted valuation if their project coast if over $250,000 with a maximum grant of $66,000. Baciami, Inc. is a tenant in Las Ventanas located at 1351 S. Federal Highway, Boynton Beach, FL 33435. The valuation of the project stated on the building permit is $56,172. Based on the valuation of the project the applicant is eligible for 2.3% reimbursement of the permit fees which comes to $1,292. Grant funding is not disbursed until the project is completed and the Certificate of Occupancy has been issued by the City of Boynton Beach FISCAL IMPACT: $1,292 — Project Fund 02-58400-444 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Approve the Construction Permit Incentive Grant not to exceed $1,292 to Baciami, Inc. for the property located at 1351 S. Federal Highway, Boynton Beach, FL 33435. Mi ael Simon, Interim Executive Director B(0.")YNTON 'BEACH �� October 1, 2016 ® September 30, 2017 OR 0 6 2011 BOYNTON BEACH COMMUNITY REDEVELOPMENT A- � q M COMMERCIAL CONSTRUCTION PERMIT INCENTIVE PROGRAM Program Rules & Requirements The Commercial Construction Permit Incentive Program was created to assist existing and new businesses through the reimbursement of permit costs associated with the substantial renovation of an existing commercial property, or new construction of a commercial project, within the Boynton Beach Community Redevelopment Agency (the "CRA") district. This grant program is intended to provide additional financial assistance to property owners/tenants who are investing private sector funding into the redevelopment of commercial properties. The Commercial Construction Permit Incentive Program will reimburse approved applicants with the cost of permit fee expenses up to 3.3% of the project's construction value. Commercial Construction Permit Incentive Program applicants may also be eligible for other CRA Economic Development Programs; i.e., Commercial Fagade, Commercial Interior Build -Out and/or Rent Reimbursement. Commercial Construction Permit Incentive Program funding may be budgeted annually by the A Board and awarded on a first-come, first-served basis. All applications are subject to CRA Board approval. Making application to the program is NOT a guarantee of funding. 1. Incentive Fundinc Commercial Construction Permit Incentive Program awards grant funding amounts based on a percentage of the project's construction value as it appears on the Palm Beach County- Wide/Municipal Building Permit Application Form submitted to the City of Boynton Beach at the time of permit approval. Projects valued up to $4,000,000 are eligible for funding under this program. The maximum amount of funding that may be awarded to any one applicant for a project is 3.3% of the construction value, but may not exceed $66,000. See the attached copy of the City of Boynton Beach Building Division Fee Schedule for more information on fees. o Projects valued between $1 and $249,999 are eligible to be reimbursed through grant funding for up to 2.3% of the project's construction value. • Projects valued between $250,000 and $4,000,000 are eligible to be reimbursed through grant funding for up to 3.3% of the project's construction value, but grant funding will not exceed $66,000. I itials Page 1 of 8 710 North Federal Highway, Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 www.catchboynton.com 00724235-1 Funding is disbursed on a reimbursement basis only. Reimbursement is provided after the CRA Board approves the grant to the applicant, the project is completed and the applicant provides tl CRA with all documentation listed under Section V. Procedures for Reimbursement of th.- application. By submitting an application, the Applicant acknowledges that the grant reimbursement program is in place to further the goals and objectives of the CRA and that the CRA Board reserves the right to approve or deny any application under the grant program and to discontinue payments at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for the redevelopment of the CRA District. 11. Eligibility Requirements Projects must be located within the CRA District (see attached CRA District Map). Application for the Commercial Construction Permit Incentive Program must be made within three months of final permit approval by the City of Boynton Beach. The Applicant's Experian consumer report must reflect an acceptable level of financial stability, as determined by the CRA in its sole discretion. A copy of the consumer report will be provided to the Applicant upon request. Applicants whose Experian credit score is below 601 are not eligible. If a majority of the business owners have credit scores below 601, the business is not eligible. III. Ineligible Businesses The following business types are ineligible to receive grant funding through the Commercial Construction Permit grant program: Firearm Sales d Convenience Stores o Religious Affiliated Retail Stores 6 Churches C Non Profits a Tattoo Shops/Body Piercing/Body Art Shops Check cashing stores Take -Out Foods ® Adult Entertainment C Liquor Stores Adult Arcades Vapor Cigarette, Electronic Cigarette, E Cigarette Stores e Kava Tea Bars e Pawn Shops Alcohol and/or Drug Rehabilitation Centers/Housing a Medical Research Centers/Housing Hair/Nail Salons ® Fitness Centers Page 2 of 8 710 North Federal Highway, Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 www.catchboynton.com 00724235-1 Ir itials ® Florists Any other use that the CRA staff or CRA Board determines does not support the redevelopment of the CRA district IV. Procedures for Application and Approval Application process Applications can be obtained from the CRA office located at 710 North Federal Highway, Boynton Beach, Florida 33435 or downloaded from www.catchboynton.com. All applicants are required to meet with CRA staff in order to determine eligibility before submitting an application. Funding requests will not be considered until all required documentation is submitted to the CRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the CRA Board. Applicants must submit an original, "hard copy" application with all materials to the CRA for review and approval by the CRA Board. Applications will be considered on a first-come, first-served basis. Application packets must include the following documentation: 41 Completed and signed Incentive Program application. Copy of Lease, if applicable. 8/ Copy of paid receipt for approved final building permit. #,./ W9 Form (attached to grant application). S/ Copy of elevations, site plan and floor plans as submitted to the City of Boynton Beach. 6. A minimum of four (4) color digital "before" photos of the project. l f �Pif?CGS/ Application and CRA Board approval of this grant is for funding only. Approval of CRA grant funding is NOT approval of any type of City processes including, but not limited to, permits and site plan modification. Applicants must apply for permits and site plan modification through the appropriate departments at the City. All commercial projects require permitting and site plan modification reviews. It is the responsibility of the Applicant to obtain all necessary City approvals. Approval of Funding Request CRA staff will review the application to verify that the project is eligible for reimbursement and that all required documentation has been submitted. If it meets these requirements, CRA staff will present the funding request to the CRA Board for review and approval. The CRA Board meets on the second Tuesday of each month. The schedule for CRA Board meetings can be obtained at www.catchboynton.com. Applicants will be notified of the date and time that their applications will be considered by the CRA Board. The CRA recommends that applicants attend the CRA Board meeting during which the Board will consider their applications in order to answer any questions the CRA Board may have regarding their application. CRA staff will notify the applicant of the CRA Board's approval or denial in writing. -4itiais Page 3 of 8 710 North Federal Highway, Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 www.catchboynton.com 00724235-1 Site Visits CRA staff may conduct a site visit prior to transmitting the application to the CRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during and after the project in order to determine and ensure compliance with the terms of the grant agreement. V. Procedures for Reimbursement Reimbursement Documentation Once the project is completed and a Certificate of Occupancy or Completion is obtained, the Applicant shall submit a written request for reimbursement to the CRA along with the following documentation: 1. Copies of all permit fee receipts paid to the City of Boynton Beach. 2. Copy of Certificate of Occupancy or Certificate of Completion from the City of Boynton Beach. 3. Final Release of Lien from General Contractor for the completed project (No partial release of liens accepted). 4. Color digital "after" photos of the project. Applicants shall allow the CRA the rights and use of photos and all project application materials. 5. If applicant is tenant and/or owner, occupying the space as its place of business, copies of the City of Boynton Beach Business Tax Receipt and Palm Beach County Business License are required. By submitting for reimbursement, the applicant warrants that all bills for which applicant is directly responsible related to the project are paid in full including, but not limited to, all contractors, labor, materials, related fees and permits. The Boynton Beach CRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be subject to production by the CRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the project. Nor shall issuance of a grant result in any obligation on the party of the CRA to any third party. The CRA is not required to verify that entities that have contracted with the Applicant have been paid in full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which Applicant is directly responsible is sufficient assurance for the CRA to award grant funding. itials Page 4 of 8 710 North Federal Highway, Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 www.catchboynton.com 00724235-1 Are you applying as the: Owner of the property Project Property Address: 1. Applicant Name: APPLICANT INFORMATION (Use Additional Sheets if Necessary) Tenant of the property (interior build -out project) 1/2 Email: I I W el d a I( V/ U 0 Phone #: 2. Property Own Pup Email: ((11 hn Phone #: I'TAL VALUE OF PROJECT: BUSINESS INFORMATION: Business Name (D/B/A if applicable): Phone: 001 ` _ D 6- aq 6 Fax: Website: Existing Business: Yes No V" Number of years in existence: o Length of Time at Current Location: I Ind(.( 1 00 Do you have an executed lease agreement for the building?: Yes `' No If you are applying as the owner of the property, do you have a tenant?: Yes No Page 5 of 8 710 North Federal Highway, Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 www.catchboynton.com 00724235-1 nitiais Name of tenant/busi Type of business: on lease agreement: An h ba''M -11 1, In L Are you applying for grant assistance under any other program offered by the CRA: Are you receiving grant assistance from any other governmental agencies: Yes No If yes, list any additional grant sources and amounts: I CERTIFICATION AND WAIVER OF PRIVACY: I, the undersigned applicant, certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining funding under the Boynton Beach Community Redevelopment Agency Commercial Construction Permit Incentive Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Community Redevelopment Agency Commercial Construction Permit Incentive Program Application and Guidelines. I understand that this application is not a guarantee of funding. Should my application be approved, I understand that the CRA may, at its sole discretion, discontinue payment at any time if, in its sole and absolute discretion, it determines such assistance no longer meets the program criteria or is no longer benefiting the furtherance of the CRA mission. I hereby waive my rights under the privacy and confidentiality provision act, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employer or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the CRA to run a credit report as part of this application, and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the CRA or its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the information furnished in support of the application are found to be incomplete, it will not be processed. Page 6 of S 710 North Federal Highway, Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 www.c.atchboynton.com 00724235-1 SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. If there is more than one applicant and/or property owner, please print this page and use for additional signatures. STATE OF V COUNTY OF VAJ &U' I BEFORE ME, an officer/d' my authoriZed, by law to administer oaths and take acknowledgements, personally aP- AnnPrr1 41vP(� � i ,n 1 .Ilo.,-: -- (- who is/are personally known to me or produced `-- as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposes mentioned in it and that the instrument is his/her act and deed. WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this .:;l-9 day of Decch, c,� , 20L(,. Q �1 JAElIFUIEL N FRY PUBLI A�° B Notary Public. State of Florida commission# FF 1895 y mmission Expires: MY comm, expires Mar. 26, 2o17 Page 7 of 8 710 North Federal Highway, Boynton Beach, FL 33435 Phone 561-737-3256 Fax 561-737-3258 www.catchboynton.com 00724235-1 2017 -Construction Permit Incentive - Baciami IF YOU ARE APPLYING M A'I ERANT, THE PROPMY OMINNf! MIXT 81ON THE APPL"TWU Propfflvomibft elgrogbre— PrInied Name-�; STATE OF COUNT' ®F PAY's? �. --_Y 7 < `-7__ Data TMD BEFORE ME, as-ofnger duly authorlxed by Isw to eidmHWW osft and tdw eolmowIledg6w nor, personally 101-1 appearecl who Were personsIV jp Z&or produced _ as ntMoWon, aad siAanorAW9ed bragoln8 Agement for the use and purposes mentioned In Rand that the hsfumerut It hWher act and deed. IN WITNESS OF THE FORfAOING, 1 have set my hand and ofoW seal In the Status and County mora" on thb ° day of _AW At— zo_.L. N&ARYPUBLIC My Commiaslon Expin®e. JUAW HIRAWO * MY COMMISSION A FF 172138 v��p aw EXPIRES; October 28, 2018 F��� ®�r0e@YhroBuOrelMp6ry�iYkq P4Dole Vi 0 HwO Fs9sW FI V rp. swotpn ric:oh,�L MW !•hose a -w-aw Nit aM-w-aw ffilluft oaysct 4/7/2017 DOROTiiU _ Er.wowww., Search by Owner, Address or Parcel � A— �ts49i00 View ProDertV Record Owners CH REALTY VR PSREG BOYNTON 8EACH LAS VE Property detail Location 1331 S FEDERAL HWM 102 Municipality BOYNTON BEACH 1 Parcel No.08434528450010000 Subdivision LAS VENTANAS Book 28776 Page 1084 r. eV .a Sale Data DEC -2016 5605 GLENRIDGE DR NE Mailing STE 775 Adtlrcas ATLANTA GA 30342 1378 Use Type 200- STORE/OFFICE/RESIDENTIAL S4uarcTheNl 822044 .1- Saleslnformation ptae e, ��• � sales Da" Pd« Y DEC -2016 109350000 M •I Appraisals Tax Year 2016 & ,4 hnprovemant Value 30 jSe"' it Land Value SO Total Market Value 380,000,000 .l PAPA Maps cl +� Rivi D L._ D a + / EW ..1%l ht RteEW EW ali arc as uan1ary 1 a each Y r t M j .. _. rs`tiLr Aaessed/Taxavable lue: � Tab year 2014 Ad Valorem e - . 1^ Assessed Value $68,131,888 Non Ad Valorem J►� - +a •w""`�"" `__' E—P319n Amount SO t -a eaee aa�-Ame *,B, 4. a s* ' Z: Taxable Value $68,131,888 Ta"S Ta: Year 2016 Ad Valorem S1, 5)1.193 Non Ad Valorem 3126.389 Total to swalle 51,697.582 raw http://maps.co.palm-beach.fl.us/cwgis/papa.htmI?gvalue=08434528450020000 1/1 LEASE AGREEMENT BETWEEN CH REALTY VII-PSREG BOYNTON BEACH LAS VENTANAS, L.L.C., AS LANDLORD, AND BACIAMI, INC., AS TENANT DATED DECEMBER 10 , 2016 THE SHOPPES AT LAS VENTANAS BOYNTON BEACH, PALM BEACH COUNTY, FLORIDA AEC 1. FAgE jNy_gg alp ¢ fy L€&L-- lkt�: mbc�r 1h, 2016 l WAOrd CH FEALTY Vn-?SPEa ROYMON BEACH LAS NENfANAS, LLC., a ®elnwse lindWd liability eonay Tens m isrmfi lrec., r Floss cm-paratian Premi@= The 8= brown as 1$-1411-1419 S. FedaW Highway, BoyWM Sea* Florid, 33433 taining 6.100 rentable square feet described on drZ Plan stttJdxd as , �B Pog of dlz a tetter commonly Im MU as §� L �`) which is situated met � at Ls venw s (the Slopping Cersee is part of a mind we level !�� knownMW aL in The c=P, kcd of real and residential uses. The tom as ate Ventarms which is I PDAioa of d- p,,,M a described in the retail io*siuding tihe farv-t oFthe '�' iogeth� with the improvemeNs thereon, building in which the premises are bcated (,be'1RWjW). End such MdRimm std atL-r change as Landbrd may, fn an ime to time, designate as being iochuted within tht Shopping Center. t AA is attached hecto sold for the Pur of bating the wises within the Sb y layout of ehE Shopping Center and depicting the genenti SIaaPPing CeRW and shaU not be deemed to be a representation, w'anmgy or agreement by Lard&w d 05 b any information shown thereon or that the Shopping Center OF stores be qtly as indicated dreeon. Tenw. 126 M calendar months. plea say PMW mom* from the C of d- month in which the Cwt Date °mmeacesnew aming thee, D,te and ming at S:00 P.m. local time on the lest on �e Com t '0110 --t ten CoMMaroe ew D.W. �Y of the 12fra [uU rakodar month in die Lea IncludingE� 0 84nume-4 � and esrWer .CMS - IAWmom the Lease Data, be�o TL_ Miumum Rent: (c) 10. Request for Consent--. 14 (d) -_ _--- Conditions to ConseN—_ (e) Attornmaxd by Subtenants (1) Intentionally Omitted-_- 11 (g) --- Additional Compensa tion---- (h) Permitted Tram ---- -- 10. Insurance; Waivers Subrogation; Indemnity-___ 12 (a) Trmarats Insurance _-- -- -- 12 (b) Landlord's Insurance 13 (c) No Subrogation; Waiver of Property Claim - 13 (d) Indemnity- -- --- 13 (e) -- Cost ofLandladslnsrnenceT- __-_--- -- - --I3 11. Subordination; Attoramasrt; Notice to Landlord's _ 14 (a) Subordination _ _ - 14 (b) Attommart - - _ -- - - --- 14 (c) Notice to Landlords Mortgaget- — --14 (d) Landlords Mortgagee's Protection Provisions- - - 14 12. Rules and 13. Condemnation— - - 15 (a) Total Tuareg-- _--_-- -- 15 (b) Partial Taking - Tenant`s Right-- -15 (c) Partial Taking - Landlord's Right—__-- _ 1S (d) Thy 2fking_—.---- -.-_- IS (e) Award-- ---- ----- ----- - - - 15 14. Fre or Other Casualty---- (a) RepairFxtimate ----------^--..-.�— -- ..,_--15 (b) Teaent's Rigbts-- __ (c) Landlord's (d) Repair Obligation.----_ -----16 (e) Continuance of Teanat's Business; Rectal Abetment_--_ _ �- 16 15. Totes _ 16 (a) Personal Property Taxes------ - .�- ------ ---..- --- ----16 (b) taxes-. - -- --- ---- - --16 (c) Tax Consultant; Contest of Taxes by Landlord-------- 16. andlord----____- 16. Events ofDd n-tt _--_� _ _ _ 14 (a) Payment Default - — -- -- - 17 (b) Abandmmcat_--_ 17 -- (e) Attachment -- - --- - 17 (d) Estoppel___ 17 (a) Inummoc - --- 17 (f) Mechanic's Lints 17 (9) other Dafmlo---- -- - ____ 17 .�-_—._-- (h) Insoiveruuy_-- — ---- --------ls 17. Rabies As and here®, the tem 'Ldlltle Manch" ateaur each calendar mouth— --- rm theTen (and if the Comme—oft DMe does not occur an the first &yof a n period from the CommenceYeent Date to the fuel day monkiachdod the of nett is the fustace LMom& for Purposes of dt:lerminiag 1"&mondr shalle duration of the Tembe a MW dee month! M" m Y mtmnm Rent rate applicable for each partial month). Subject to the terms of E>< LL the Mieimtnn Rent for Lease Months 1-10 shall be abated. Percentage Rem Rate: 6% over the following breakpoints (m applicable the °Bm%kpeiot Aunt-): Lea Month B int Amount 1-126 127-186 if a To be espblia&ed in accordance with Ex&nbit K P187-246 if itwbk To be established in accordance with Exhibit X Security 4 $12,662.59 Rent. h%¢tirntea6 Rent, POCONOW Additional Rem sad all other roars Chet Teoat 0- b Landlord t6ewisebe �y � PsY under the Lase. Permitted Use: Operation of s fdl rerviee Itelm-themed restaurant; provided however, in no event abed �=operation of Tettaaft basions within the Premises viokle vrs� 3�1 fart& am l attached hereto. any exclusive or P fd Trade Name; B"iemi TO-WS ProPortioaate 14.4494, which is the pertxDtW obtained by dividia8 (a) the number of sqnm Cealer' r '-4 andNoted Am by (b) the 42,2% moUble square f am Sk hopping that the number of rc nebk square fat in io std the tomb the n dw ShOPpkB Center act b above is cot ehanw Prem Them. sad andt be binding to Share is eobjat to a� 61P1 of the Lease. ere Provided is Cemmon Area Chsme: 1"30.500.00 AwwHy for Ibe Period from Leaae Month 1 tbrot gh NW educing Lease Month 12 (die aW aitch Fust Lease Year and each 12-,mh period the Term•• each. a Tse Year+L PsYable $2.541.67 per month k Yeec fix' die bj of this lose, C_mmo sing an the &a day of a� I Cora Area Charge shall increase by 'h—(1%) over Canmwa Area Charge for The previous Lease Year. Initial Liability 52.00:D,000. laauraaca Anti. Initial Momhly Payment of Rem: The following sha0 eoortibm T to LE initial monthly Payment of Rent rem phc:.a M Loge, e undler the term of die L of the which sfisll he adjw tGd as sod w&ert reqand Mioimton Real Additioaal Rea 57,625.013 Temm's Monthly Common Area Cbagp Teww% Proportionate Share of Retail Area Expeasea 52,541.67 Florida State 6% Sales Tax S1,779,17 Tots1 britw MonWy Payment 5716.75 $12,662.59 Tensnfs Address: Prior an Commencement Date: 630 Anchor Point Delray Beach, Florida 33444 Atteaaioa: Steven Pellegrino, Sr. Telephowe: 401-952-5111 Tetecapy: 561-274-0411 Landlord's Address: For all Notices: CH Really VII-PSREG Boynton Beach Loa Veatanes, LLC. clo Southeast Coates, LLC 1541 Sunsd Drive, Smite 300 Coral Gabks, Florida 33143 Attention: Property Merger Tckplwoe: 561-347.JMU Telecopy. 561-347-1669 Following Comnmemoement Dale: 630 Anchor Point Delmy Beach, Fbrids 33444 Atlartion: Steven PeBegritw, Sr. Tekphone: 401 A52-5111 Teleoopy: 561-274-0411 With a copy no: CH Realty VU-PSREG Boynton Beach Las Ventaeaa, L.L.C. 3819 Maple Avenue Dallas, Texas 75219 Attention: Asset Manager - Las Ventmas (Retail) Telepho0e: 214-661-8000 Telecopy: 214-445-0949 The foregoing Basic Lease Inforroatioe Is incorporated into and mode a port of the Lease Identified shout. If any covAict exists between any Basic Lease Inforatmtion and the Lease, then the Lmse shall control. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) LANDLORD: REALTY EGW rro p SEACH LAS S ViMdiilFSSEg: @VII-PSREG �C)pH n Ikl®awe limited liability compary By: PSREG lac Veotanac, LLC a Georgia limited liability ;;.Puny, its manages By: PolleCBc Shwcs ResC Es9ste Gsap, LLC, a Georgia Pinrited liawthy Cosy, its manager TENANT: BACLAMI, INC., a Florida C XE5.SES, N Leven Pellegrino, Sr. .... Title: President #,.bL'oW 1. Definitions and Buie Provisions I 2. Premises; Construction (a) Lease Grant ---- (b) Construe6m and Acceptance of Promises (c) Tender ofPoswnion.__,__ 3. Rcrd 2 00 Paymcrt._ __2 (b) Nfinhown Rent—.-- 2 (c) Pa—tW Rant---- 2 (d) Gross Wes 2 (c) Salm Repoi;a-m-d Records Q) 3 4. Delimp)ent Paymcia; Heading 5. Security Deposit-----_ 3 6. Common Area_ 4 (a) Common Area 4 (b) Commoo Area Chwp___ 4 (c) Right to Convert Method ofReimbursoment for Conuruna Area Coo (d) Retail Anes. EMws—___ 'S (e) Tenant's proportionate, Sham 5 7. haprovezuenW, Aftesations; Rq*jM MoiNumcc-, Utilities (a) Improvements; Ahcradm -5 (b) RcpfiErF MfifidMNWC —3 -6 (0) Performance ofWork— (d) Mechanic's LIew6 (c) Use of Roof 7 (0 signs; store Fronts 7 (9) Utilities 9 9. Use and Con of the Promises—_ (a) Use and Operaboack_ (b) Impact on Imurance (c) Limitations on Opm 0 (d) Cam ofthe Prernises (a) Display Windows M Permits and Licenses 9 (g) Intentionalty Omitted 9 (h) Open for Business----_-- —9 (i) No Solicitations_ 9 0) complime with LAW _0 9. Assignment and Subbmin&________ 10 (a) 7`11028fers_._ 10 M Co_tSftn&rds____ __ 10 f7m (a) TermiaatioaofLeast --- ----__T_-- 18 (b) Termination of Poarearioa— — _ _ _ _ 19 (e) _— Perform Acts on Behalf of Teoerrt—_— ,—_ -- 18 (d) Savpmsion of Service: _-------_—_-- 18 (e) Distress for Reat — — —__-- 18 (f) AkaationofLocle-------_--_---------- �19 IL Payment by Tenant; Non -Waiver, Cmaulmit" Remedies —._._-- —.19 (a) Pay -at by Tenant —__ 19 (b) No Waiver 19 (c) Cumulative Remedies----.-- 19 (d) Tenant Waiver------------- -- _--- --19 19. Landlord's Lien 20. Surronder of Preruiaes 21. Holding throe_ _ 20 22- Certain Rights Reserved by Landlord 20 (a) Mopping Ceamer Opva44m _ 20 (b) — —� 20 (c) Prospective Purchams and — 21 (d) Proapecdve Tenants -_---- ---`_ 21 23. Intentionally 24. MiamHaneous _ _ _ _ 21 (a<) Landlord Transfer ------ 21 (b) Landlord's U&Nlity 21 (c) Force Mgieme 21 (d) (e) M (9) (h) (r) m (m) (a) (o) (p) (q) (r) (a) (t) {u) (v) (W) (x) (y) 22 Amondmerm; Biadmg Bdbot; No Hlccbwdo Rem& 22 Quiet F.ojoyment 22 No Merger —_---- — 22 No ASer _ 22 Entire et geeemerlt^ Waiver of Jury mrial — , _ 22 Governing Lary► -- -- 22 Water or Mold N Joint and Sevval Teasaft Restriction _ 24 AuWceity._ _.� —_! 24 Hamrdow Materials 24 List of BxNbi4 24 ifo TABLE M CONT&NTS (z) Prohibited Persons end (aa) Radon Notice-- -- --------___--- 25. Other Provisions (a) (b) (c) (d) (e) M We of Alwhoho Bevengrs -` _ 27 F -a iusive Use Rights---- --- -- 27 Outdoor Seating_--._-- __ 29 valet Parking - ---- 29 Additional Rent --.-- Affiliate Basic Lease information Breakpoint Amount Building's Structure Building's Systems__ Casualty—.— Code Modification .17 10 Collateral 21 Commencime–Wt Date_ Common Area Common Arco Charge. Common Area Costs Damage Notice 17 Default Raft 4 Estimated Delivery Dale --- Event of Dchult First Lem Year _I is ii 13 ------------ Grease Trap 211 Gross sales 2 Guffwftr Hanrdoun Materials– IncidentallSales— —26 i=Win&___ --30 — I Indemnified Parties 33 Indemnified Party- Initial liability ft=Fnw Amount bridal M=Wy Payment of Rent Insurance Costs 33 ij Iii 15 Landlord LAndlortrs -1 is UwAord's Violation 30 Landlord's Work I Law LawsI -1 Losse Lem Monii�' Lease Year Low 14 Minj;�U—m Rent Monthly Common Area Chwp_ 15 OFAC 11 Outdoor seating Area Pcorembige Ren_,_ 30 2 Percentage Rent Rate 6 Permitted Transfer—. --,--.-12 Permitted Transferee --12 (�ntnaaaec� Permitted Use_ - --- Premises -' i Prevailiag Rental Rals -- K-1 Primary Loose _ Puachlistltems,--_ Rent Repair Period Restemtmt Personal Property Restricted Area -- ---29 Restricted UseA - --� -- --_30 Retail Area Expenses _ 5 --_ Retail Parldag Gerage—_ Sec-ity Deposit_ --- - ii Shopping Colter._ _- - i Taking___- - _ _ 16 Tangible Net Worth-.-- - 13 Taxes. 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RMPH 210 Om m -M*M9 F.MiFMM. 4—N P- mmrloo Pusq-M Pum 'sto0llgas pue --U lwm*nm 'sltw 8auma4-P1W Jo mopmd l 'moplp —j IftloW '(6w J!) vVmp Jow-pa 'j_ 'slpt* JOua17O s.Bui mG all scram xau43MS W.711M. 'oolmab m .Sued 0111 qua jam aommoo Japan a m 'dq papo,ww r! ' .S!Nsupoz JD dp3a11P 'ga!gp► +St!Wa m uafaad /Sw sr�eam xx �ama'I a!qI ul Pare uayM sBrlaram &MIO] 0111 " UM meal 8mrtoltoJ agl 'dllown!PPY 'saeod-d 1p JoJ =—mj J 'Sg muaq palafodtoom au 41u+am Aetmmuo*oswo3 ww.L Pre wwmn d11 pamaaxa (.wpvwjeq awr*m. -P) ummnwJnl --I =W ap m gpoj I- aw!--d *mK pus —a miM aq,L p?u • 1 7� I.ao!ie,a b- mpuold C "ONI "IIWVIOVH Pre `(x .) Luedmo0 4wm!l pallm!I A—q-a l s "Oi-1 `SVHV1N3A SV1 WME! MOL AOH DMISd '[IA IU1V3N HO uaanslaq ` ]o ss ops Parona s, (x x s!fi) Ioamaa 2V asea•I S.ULL days in the partial month. and shall be due on the Commencement Date. Payment of Rent for any fractional caknbr month at the end of the Term shall be similarly prorated. (c) Pereeataee Real In addition to Minimum Reny Tenant shall pay to Landlord, for each caleada year duhiag the Term, paemtage rat ("Pertentaae Rat') determined by (1) subtractiog the applicable Breakpoirrl Amour stored in the Basic Lute lafbrmstkon from the tout Grow Saks (as defined herein) for die paticukr calender year, and thea (2) multiplying such amocmt by the Perecatege Rem Rate stated in the Basic Lease Informatkor. Percentage Rent for any partial calendar yew falling within the Term shall be determined by (1) multiplying the applicable Breakpoint Amount by 11365, then multiplying such Product by the number of days in srch partial calendar year, sad thea (2) subtracting such amount from the total Gros Saks for such pwdml calendar yew, and Hien (3) rshiplyiag such mount by the Percentage Rem Rate stated in the Basic Lease fulmination. Payments of Percentage Rem "D be made in accordance with Sectkm 3(c) . Peromuge Rem shall be payable an Maeda 1 of each year daring the Tam (if Percentage Rent is due will respect to arty partial year Was lbe expbmm or eschar termination of this Lase, then such Percentage Rem shall be payable within 15 days after Temot's dctermiemtion of its Gros Saks for such year, but no later than March 1 of the year after such expiration or earlier tertmnstion). The pmvisioas of this Section NO shall survive the expiration or termination of this Lease. (d) Gross Saks. As used herein, the term "Gross Sales" shall include the entire amount of tbt sales price, whether for rub or otherwise, of all sake of merchandise (including gift and merchandise oertifieates) and services, and all other receipts whatsoever (including interest, time price diffeatial, finance charges, service charges, credit and layaway sales), of all business conducted in or from the Pre visa, including mail or telephone orders received or filled at the Premises, deposits not ref ended to parcirasers, orders taken, although filled elsewhere, ales to employms, sales through vending machines or other &-vices, sales by any sublessee, concessionaire or Ik c see or otherwise in the Promises, and proceeds of business interruption or simile- Insurance. No discounts shall be deducted from any actual sale price for any selected category of customer. Each sale or layaway upon installment or credit shall be treated as a sale for the full price in the month during which such We was made. No deduction shall be allowed for uncollected or uncollectible credit accounts, service charges, finsaw charges, bank card charges or postage fees. Gros Sales shall not include (1) sums collected and paid out for any asks or direct excise tax imposed by any governmental authority, (2) the exchange of merchandise between other stores of Tebast where such exchanges we madc solely for the convenient operation of Tertanfe business and not for the purpose of consummating a oak made fiora the Premises or to deprive Laadbrd of the benefit of a sale which otherwise would be made fiom the Premises, (3) returns to shippers or manufacturers, (4) cash or credit refunds made upon any ask where the merchandise sold is returned by purchaser and seccood by Tenant, (5) sales to Tenam's employees (not to exceed, in the aggregate for the period for which Percentage Rem is determined, 2% of Gross Sales for such period). (6) sake of Teows fixtures, (7) voided transactions, or (g) Groupon and Living Social discounts (and smular), as house awketemg discount program dncmmts and incentives pre rams, reasanabk "comps", and VIP Discounts. (e) Sales Reawb and Resents. By the 10th day of each month Terme shall deliver to Landlord a staiernent of Criss Was for the preceding calendar month and for the calendar year to date, certified by Tenant to be aoeuaale, such statement shall reflect roll G. Sales and Gross Sales per rentable square foot of tea in die Premise. Within 60 days after the expiration of each calendar yew and within 60 days after termination of this L.eax Tenant stall deliver to Landlord a like statement of Gross Saks for the preceding calendar year (or partial cakodar year), certified to be cornet by an iodepeadei 'certified public accountant or by an officer of Tenant if Tenant is a publicly held corporation, and sbah pay to Landlord any Percentage Rem doe for such calendar year (or pedal calendar year). Tetmit shall lhaash similar statements for any licensor, couccovooalres and wbteouus. All such statements shall be in such form and shall be accompanied by such supporting information as Landlord may require. if any such statement discloses an error in the calculation of the Percentage Rem for any period, an appropriate adjustment shall be made. If Tenant fails to timely furnish any Gross Saks statement, Ladlord may d mgt a fee of twenty-five dollars (S23.00) per day until the required staeroent is furombed, from and after the 10th day following mho dose on which snob statement was due. Tenant shall record at the time of side, in the presence of the customer, all reomps Brom sales or other transactions in a cash register having a cumulative total which shall be seated in a ou oow approved by landlord, or by using other computerized, point-of-sde equipomeru provided that such equipment and the records produced thereby arc adequate to er"Ic the proper computation of Gins Saks and Pcramtage Rent hermader. Tenant shall keep at the Premises or at Tenant's principal office within the Lound States a complete and accurate amt of books and records of Gross Sales and all supporting records such as tax reports, banking records, cash register tapes, solo slips and other asks rcoads, which stall be preserved for at least 36 months after the end of the calendar year to which they re fete, and if Landlord shall aspect. copy and/or edit Terat'k statements for such calendar year. such books, reeotds and evidence shall condsoc to be preserved until wadi iaspecuon and/or alit has been concluded Lattmard and its agents any, at any reasonable tdoe, mgKW-y copy and/or edit any or all of Tessa's books and scoarrnts, documtents records, ala we moot, papas acct Ria, which shall is any mariner relate to Gross Saks, and at Lsudlocd'a request, Tenant shall snake all such data available for such eexaminatioa at such reasonable dam as LuAlard shall specify. If it is determined by any much audit that any statement previously delivered to Landlord by Team was not accurate, an adjustment shall be made, and one party shall pay to ale other party upon demand such sums as may be necessary so that the correct aroomt of Percentage Rent shall have been paid by Tosnt to Landlord. If may Gross Sales statements we not submitted by Team or if the statements submitted are found to be incorrect to an extent of more than three percent (3%) outs• the figures submitted by Tetany Termor shall pay for Laodlw tc inspection or audit on deumA Additioadly, if such audit reflects that the statements subraitted by Tenant we incorrect to an extent of more than ten percent (10X) over the figures shbaimod by Tenant, then Undlord, in addition to all other remedies, may terminate this Lem upon giving five days' written notice thereof to Tenant. This provision shall survive termination or expiration of this Lease. (1) Addidoind Rent. In addition to Minimum Real and Percentage Real, Tenant shall pay, as "Addlakoasl Rent" hereunder. (1)Temnt's Common Amen Charge, as set forth in Sm§ffi6fb1, (2)Tcnmft RETfi L LEASE, Page 2 Proportionate Slant of Retail Area Expenses, as net fortis in Secli N 6td), (3) if uppliceb1g, Teaaat's P to Sims of Ctttamon Area Costs, as act forth in Sectim 6(cD, and (4) any other monetary obiigstiwo du-- ti er thE teems of this Lease. 4. DdlaswW PavaaaaC Haudiln Ckaam—n. All puyments required of Terrain hemundee not received within three business days of the due elate shall bear interest 6onn the dale due twil paid at the tosser of eighteen percent per swum or the maximum lawful rate of unseat (such lesser amount is m*rted to herein as the Wadi liate'L• Ado6tianally, I.Andlard, in addition to all other rights std remedies available to it, may charge Tenant a fee alum to five peroeot of the delinquent peymemt to reimburse Landlord for its cost and inconvenience henmred n a consequence of Tenant's delinquency_ kr no a vest. however, Ad the charges permitted under this Swdoa 4 or elsewhere in this Lease, to Ow extent they we considered to be ialarat ander applicable Law, excftd the maaimtnm lawful roe of interest NotwiUstRadirgl the foregoerg, the late fec neferamoed above Mall rot be charged with respect to erre fent occurrence (but not any subsequent occurrence) during my 12-memtk period that Tertmt fails to Mahe Payment within three busiftu ds3PF of the due date, until five days alter Landimd delivers written notice of such delinquency to Te usnL 5. Seemtty Recede No later thm thirty drys after Tenant opens the Premises to the public for business, Team shail pay to Landlord the S=wity 1➢qposs k wbich shall be held by Landlord to aowre Tenanf°s Performance of hb obligations under this lean. Th& Swwity Deposit is not an advance payment of Rem or a meawre or limit of Laodiad's damage upon an Event of DAuk (as defined bade). Landlord may, tion time to time following as Event of Default and withow pmjuticu to miy Ods remedy, use an or ■ part of the Security Dqosit to perform my obligation Truant kilo mo PWIhim hweauder. Following any such appiicatbm of the Security Deposit, Tenant shall pay to Landlord oa demand do amount so applied in order to restore the Security Depaait to ib Original =WML Subject to the mWireltheirls of, and conditions imposed by, Laws applicable to sswmity deposits under commercial leases, Landlord shall, within the time required by applicable Law, retrren to Tenant the portion of the Security Deposit reuniting after deducting all damages, chargee and other amounts permitted by Law. Landlord and Tenant ugtoe flat such deductions shall include, without limitation, all damages and bases that Landlord las amdlered or that Landlord reuwo.bly estimates that ft will suffer as a result of any breech of this Lease by Taunt. The Security Deposit may be commingled mdtb other Ruda, and no interest shall be paid thereon, If landlord bamsfas its sneered in the hembes, Landlord will assign die Security Deposit so the tr®wfem€a and, upon suds tramater and the delivery to Team of an aclmowleriganew of tie iruakree's rnponsibility far Ike Security Deposit as provided by Law, Landlord thereafter nest! have no Rather iiabiiity hue the rctosn of eke Security Depnit. t;®m Ares. (a) At umd Ie- tea792611112LAOC means due put of die Shopping Curter designated by landlord from time to tkms fns th- eommom use of an tem mis, including packing areas, sidawalks, keds aping, curbs, loading seas, private streets and drys, lighting facditims, haltwaya, malls, And eesbwnu, aft of which arc subject to Latdlord'a sole control Landlord may Rem time to time: change the dimensions and location of the Common Asea, as well as the location, dlnwwiora, identity and type of buddingk caraartrd addidamal bWWMP or additional swries on citurting buildings or oder impmvermems in the Shopping Ceara; ad eliminate buildings. Tenant sad its employees, c stimers, subtenants, licensees and wmcessioamkea stall have a non-eaolusin Iiccme to me the Co soma Area in common with Lamdlord, atber lama of the Shopping Creta and other persons per itmd by Landlord to use dw tune. Landlord may protmdgmo and modify Rom dare to time ndes ad regulations for the =&'Y, acre tie cleaoliaess of the Shopping Cerra which call be comptied with by Tempt and ib employees, mgenb, visbots and invitees Landlord May temporarily close nay pert of erre Common Area for such periods of twee as may be necemary b prevent die public from obtaining piswccodwe right or b make repairs or elie ntiora. Landlord may dwigeste areas in which Terwat's employees sherd be required 10 park. and Tenant shall cause its employees to perk in such areas. (b) C WWU Area Cham. During each month of the Team, Tamer sherd pay a icon egad to on"walith (1112) of Temnfa than applicable rmmmd Common Arca Geroge Ube 'MamWv Coons® M y In sdva , concurrently with Minimum Rem. The annual Common Ara Change for the Fest L eau Yew shall be tlhg annual Common Area Cholate specifiesd in de Basic Lease dnforrm dmL Commencing on first else t day of endLeese lease folhnving the First Lease Year the annul Cotonou Area Charge shall increase by three percent (356) owe the annual Common Area Cls W low the petview Lease yea. The Comaan Arca Charge reirMeats Tenwit s sham of Landlord's cost (or contribution) to own. ope mle, sdMiningr, mom, maintain, rep1we. mWo- and cepa- th, Commim Asa and mchulM without Ifndxm 101% the items specified on Fab&i& (collectively, °C"ssuB Ara Casts'). The feta Momhly Common Ana Charge shall be payable y with the execution of" Lease~ &=Bf er, the Monthly Comrrtori Arca Charge shall be payable on the fiat day of each month beoginning on the fuse day of the second Lease Month, The Monthly Commou Arca Charge for my partial month of the beginning of de Term can c*W the product of 1/365 of the annual common Area Charge in eftbd during the partial math and the number of days m the partial month, Aad Shan be due on, the Commencement Date. Payment of the Cornton Area Charge for my fractional calendar mouth At the ead of the Tam " be similarly proraled. Tenant acktiowiedgea and agrees that Temaut's Common Area Charge is an amount. adjmsled annually by fixed pa r entsge and not subject to acral costs; it is aoa-conttatabe, rat wabjec( to neves and subject only to the laa)juratment >e Ser fGab lo this Srclior. Tenant shall have to right to Audit Landlord's hooks and records. (e) Sdmltt M --Causerie gfiii wf b° i-i:r r..r Ctamsroa Atjea Com, Notwithstanding anything cortsined m this i cane to the coeurary, landlord may, upon thirty (]p) days' notice to Tenor, convert the method by which it is reimbursed for Common Area Cauls in accordance wpb the following: Tenant shall pay its Proportionate Shore of the Comma Ara;,* Costs, as Additional Rat. Tenaafa RETAIL LEASE, Page 3 Shave of Common Area Costs stall be paid in mornbly, installments, concurrently with Minimum Rent. based upon Laodla8s good faith estimate, fiom time to time, of Common Arm Costs. TemaWs initial payment is based upon Landlords animate of Commorm Area Costs for the Lease Year Wer qucadm and the monthly payments thereof (and future payments) we subject to increase or decrease a determined by Landlord from time to time to refica an accurate esumok ofactual Common Ara Costa. Within 120 days (or a reasonable time the now) an= the end of each calendar year, landlord shall deliver to Temot a statement of Common Area Costs for web calendar year and Tema shall pay Landlord or Landlord shall credit Tenant (or, if such ad*bncw is at the end of the Term, pay Tessnt), within 30 days of raaipt earsuch statement, the amount of any excess or deficiency in Tenant's payment of its Proportionate Shoe ofCommon Area Costs for such calendar year. (d) Regi L Arm Emeries During each month of the Teras, Tensed shall male a monthly payment to Landlord equal to int or its Peoportio atc Share of Retail Ares Expenses (as doefmcd below) that will be due and payable for the fiscal tax year or calendar ymr, a applicable, in which such month occurs. For purposes hereof, 'Recall Area Extemet" shall memk collectively, the Taxa and Inas mace Cords. Tememt autbonzcs Landlord to use the Russia deposited with Landlord ander this ) to pay the Taxes levied or assessed against the Shopping Cenra and the cost of the property and liability inane ace carried by Landlord for the Shopping Center. Each payment of Retail Area Expenses shall be due and payable at the same time ss, and in the same a moa as, the payment of Minimum Rent a provided bends Tho initial monthly payment of Retail Area Expenses is based upon Landlords good failb estimate of (i) with respect to Taxes, Tamuses Proportionate Share of Retail Area Expenses for the fiscal tax year in which the Comeasicemrat Date is to oeam and (0) with respect to ins rsemce Costs, Tenasot's Peaportioosb Shoe of the estimated inrmmmee Costs for the remainder of the Inst calendar year The monthly payment of Retail Area Expenses is wbjea to increase or desoaease as determined by Landlord to reflect accurately Temaeft Proportionate Sham of Tam sod/or Insurance Ceases, as applicable. if following Laodlurft receipt of all Tax bills and/or balls for the insurance pnxinutu fix tie applic" time period, Landlord determines that Toaam'a total payments of Retail Arae Expenses for such posed are has tbw Temd`s actual Proportionate Share of the Retail Area Expenses, Toast shell pay to Landlord the d0hreoce upon elautara , if Teuant'a total payments of Real) Area Expenses exceed Te nays actual Proportionate Share of the RMil Ara Expenses, Landlord sbsp remain such excess and credit it to Tasant's f ature payments of Retail Area E xpares (unless each aijustmam is at the end of do Term, is which event Landlord shall mfsmd such (aces to Teawt). Any payment to be made pursuant to thin Sexdim ti(dh with respect to the real estate tax yew in which this Lease commences or tamni ata shall bar the same ratio to the payment that would be requited ted a be made for the NO tax year as that pan of such tax yea covered by the Term of this Law bean to a full tax year. (e) Tenant's Promord mate Sitars. Notwithstanding any contrary provision , in calculating Temno Proportionate Share of Retail Area Expenses, the following provisions shall apply; (1) in the case of Instaatuee Costa, Tent's Proportionate Sham of Landlord's we of casualty insane stall exclude ban ibe rentable area of the Shopping Canter (used in the calculation of Te sutk Proportiot ate Shore) the rentable square feet of wry building in the Shappiog Cooter wiich is selamuehy Waned by the tesoot of such building, and which tersod as a result does not contribute to Landlorch coat of casualty iaanamee; and (2) in the case of Taxes, Tenant's Proportionalc Share of Taxes shall exclude fiomm the readable sees of the Shopping Cedes (used in the calculation of Tenant's Proportionate Shore) the rentable square fat of wry leased building in the Shopping Cama which is separately assessed and whose tenant pays such separately assessed tax amount pue at nth to its law in liw of paying a Proportionate Share of Taxes sawseel for the Sbopping Cemex as a whole. it wadinga are added to or removed from the Shopping Ceder, or additional area: arm leased to wee mis whose reamhle sgaue footage is excluded Gem time rentable arra of the Shopping Ceuta under the foregoing calculations. Ten non's Propostiooate Share shall be opprupristeFy, adjusted. Imnroverneats• Alteratiomo Repairs! Maintenance: Utilities. (a) IMDrOMMOMIle ARCM1102111. Except for landlords Work (if any) to be performed penman to 9WM D all alterations and improvements to the Psamcs shall be installed at Te s mes expense only in accordance with plum and specifications which have been wrAously approved m writing by Landlord. which approval shall be governed by the provisions ser forth in duffs S*Wm Wal. No alterations to or to the Premises may be made without Landlords prior written come st, which shall not be un east re"y withheld or delayed; however. Lmdbxd may withhold its consent to any sharation or addition that would adversely affect (in the reasonable discretion of Landlord) dlord) the (1) Building's Smucam or the Building's System9 (including the Building's sesnooms or mechanical rooms), (2) sacteixr appearance of the Building, (3) appearance of the Common Ates, or (4) provision of nervines bother occupants of the Sboppiug Cents. All alterations, additions, and improvements slap W constructed, miuWned, and mscd by Texans. st its risk and expe ase, in acoordmee with all Laws; L eudloxds consent to or approval of any alterations, additions or hapsoveenew (or the pians therefor) shall not caostipne s representation or wantenty by Landlord, nor Lasdlotd's acceptance, that the same comply with sound architectural anNor cogmeaing practices or with all applicable Laws, and Teasrn shall be solely responsible for tasaaine all such (b) RnWm Maittemmmee. Team shall maintain the Premixes in a clean, safe, and opeabk condition, and shall not permit or allow, any damage to any portion of the Premises. Withons limiting the fasegoiag, Terme shall (1) nation" the interior walls sad the u tim surfaces of exterior walk (including painting and ober ttmtmam de—n), store froea, piste Sims Widows, doors, done closure device, window and door fames, molding, locos and hardware, Pori, floor sowings and ailing, (2) maintain, repair and rplsee all plate wad other glue, (3) Furnish. maintain and replace all electrfe light balls,, ntbea and tube oasbgpk and (4) maintain all phembing and eleeuical systems and all equipment (including all air comdificesm , heating and ventilating equipment) and futures within or serving the Peauises, Tem ses Off -Premises ft4nxnt and all areae, improvements and systema exchnively serving tie Pranises, in each can in good operating order and condition std in accordance with all Laws and the egoipmat mamdupaets' suggested service programs, and Tenant shall, at RETAIL LEASE, Page 4 is sole cum and expense, make all needed repairs sad replarwmnta to all of the foregoing Tenant shall enter into a preventift service hares C Landlord ed by Landlord for emtract witlh a aaehtenaoce eAteeactor �, servicing all air eonditicnirra, (c) bckft and veotr7aing equipment serving the Preasises. At Landlord's May enter into �It a service Cart" t covering Termars equipment along with other ten of the oP .Landlord and units, nant pipe andl Pay tronnemiom free h+om o of the coil thereof as Sep al Im�i Additional Rem. Tesmt" aMfi keep all ng respomhbie for the cleaning and msiaemeAoeOf any Ste— UAP Aav the °2MhW pce and ficezirg rattle" and sbaff Tetautt shell be ing fiaafsh to Landlord tpOn a Copy A grease trap Cie" and m "kne et �y into, and to Landlord. Tema toe repair or Contract reasonably age 10 the �PPleB CtsxQ caused n1>feoe, subject to Lmdlosd's direction and strpavisim, any caste b de by A Tama Party. If Temaa falls a mala saeh repairs or repw arm within five Tamm Comer after written uodce from Landlord (or inch kmvr period a may be reasonably required provided Proceeds dd lyaro repairs Pcrf-M and required or ^epleccmems within aurJt Swe busiatms day Plod sad outside of 1be Premises Landlord may mate 1110 muc at Taman cost. if any Each damage omms may elect to repair such expeme, rsdm than bavieg Lull tepee such damage TL0 rule comes of all nWaoduaM�� essays Landlord under thin S� 7 aha�tl be Pall by Teo w Leudloni within 30 �actmatl work pafotered by Tenex therefor. days after Landlord hen invoiced (d) Per[ss?Wee ®f iYd� AD work descebed in Ibis , shall be paformed only by Landlord or by contractors and anbwancRn Approved in writing by I andtad, wfufch uoreasonably withheld for contractors and teams than maintain the approval will rant be Landlord Tenant Wall cause all conbactors and subeaauractots to procure and maintain insurance mn cove�v� required b ia.L40004ol I, such arW y maoagea�reot company And 1.rmdlord's asset wangemen corrrpsuy as Additional ahee provide Landlord with the identrMuch e'1iea, and with such oompasies a Landlord MAY reasonably require. Tenant or aupplying materials prior to mailing Addreop and tekphoAa rtumbens of All parson+ pexf notices of 1ron.tespooarbility p such CO1�tion and LAndkord may post at std about the pea iaee LawsLaws and is a applicable Laws. All such work shell be performed m aceordsoce with all and Structure and the manner an a acct to dant 160 Sbopping caW_ ( , the Ptanises, the BuilBuilding's System must be Icing's Syftins). All each work wbich may affect the Building's Struck or the i moat a approved by the Buildings engineer of record. At Te mds expeme end, at La dlads Performed by Landlord's ua1e1 contractor for such work. AU work affectingding roof must be performed by renfiM and will nee be the r r Warranty on tie roof, permitted if i1 would void or reduce the (e) 's I.i M AH week or at the request of a Tatou party sball be deaned Ordered mitered fiartialled' or obligatiom incurred by Peemit soy rote Fhaeic's edeas to be filed against the Premises or t S by T� only, std Teams "I not E�eoorpketiou of anY arch work, Tennant Alma deliver to Landlord final 1 waivers fiaa awractos, subCenter in ounawdon cmua town � who suchthen wet#. Ifsuch a lien is filed, dm Tem XWL Within tan days after Landlord Ca"er or tray interest of Landthe dllord therein or earlo � (ni earfin as an line to ti,resprevent die forfeidae of the Sbopping aaroaa of the lien and cause die tide to be released of any fine aritb d thereto)' either (1) pay the Landlord a hood or Other security reasonably ' 10 � a (2) diligemtly conleal such lien and deliver to acUoo, than Landlord may pay the lira cbpay a ry l Aadlord- If Tenant fa&too y tale a such PaidPaid by Tennent to Paid, includin by edge and a tan days after Landlord has invoiced Team= Landlord Wall -ownerralabonship ldP ta sad shalt be soled there of "Ian Y a ofd me�aoi +" "e�ageat" or other Similar relatiaships). Accordingly excluding caarae>o► wboot►brldor of Timm ce eery other Tenant Pother partyyffonow r the ar heraflur ° with Tenant, anmwkhm,yAAy SMITH" nr equipment with respect to day portion of the Pmuisa. At ���y titne of any labor, maces' amlaw with notice tkmt they dank entckimvelY to Teasert to abaQh pAymeal for sceneg the Term, ore coma" by Landlord 10 any fleas being plated report dues Nothift baein edtaU be ydar ea wet Performed by or for Tame" or dratted to Center anent therein dem to any `*nat in nay funds held b give any Contractor or makrialmaa Noy dgja or defend, fAdenmity std hold bxmleaa w reime Tenant for any Portion of the oast of each watt Tenant »hall dana ds, cause of action, suk% judgments' dm Landlord And � repindresentatives from and nugaing all claitta, from or tekdM to the failum by any Teom Peaty to psy for any work( Aiding , oat acY l fees) fa nay way arising Incurred by or m the request are Tatra Of 1O0d' fes. err obligatloty ells Lane is order to inanely with the This edea a ty Provision abaci survive termination or expitalim of ) rovKW dant neither Temeta ane anyone Prowse Of Statim 713.f0 of the Florida Statutes, it is specifically ooentran °le�Og _ or under Tenant, tors' COs• matalelmea, mechanical mod h hmers, shall haV0 ��Og' but uta limited 10, any dMWhanW or mslaialmen's Neem of -Y kitedpan any right Center file or Place any t Man, and such lido are hereby specifically probibiW& Ail 'the Sboppirhg Center or impUoye that Tenant Inas na power to Parties with wbotn Tense may deal are pus an notice character, and all Arch Landlord's interest to airy mechsaics or materialeums lien of any kind or Person so deelneg with Teeuaat arm look solely to the credit of Te nenl, and not to Landlords imerest or meets. Ta mat shall deliver written notice of the foregoing Provisions to all persons performing work;" dm Premises. Additimalhy, ifrigged byTewaw spall PrOlupI of non-tesponsibility. is a form Provided by Ladlmd. Y tato and deliver to Landlord a notice (� l):I euP i Md The rwf &ave the is not pen ®f tl&� reserved to Landlord, and Terimi shell � ore moll tax Pamdam end is exclusively itaprovianens m the roof vritkont I �di�und x install any adiwi&�, satellite dish or Otherlam' let �r neo.. Tena!" intash to ik G tl ' s � vutamg RETAIL LEASE. FW 5 9 4ad '3SV9-1 'lIYM U-Nald amo of Rsu aql a+esq VW 1owu.L I" pop!eod :vary tmmtaoa oqt W m SOIPIln9 ap MM N" P> -q m uaa0 aq co 000' aye aCW Io "U—d ayl g W. 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A Io1 Pled Pea pallelan oq ON 00103 swum alp iq u8!s Jo WA Mmullm a aadpap A— P- -1 j—W aapaodmoa Pm Pgtataw Topa 'azp 'I;&W 24PJO prwtdde mvd SPMJJ OeZ a ja *s oq Hop Pm aemdxa Pm wo* alas s =jL p Paifwsm Pat P>M!NM 09 UWN apald uollo9lf®pl Poe up= ilumpmpa `seonawmp *Aim lix %o¢IPPs 01 ' so pati pg ttamw uflrg ap a wt0Jao0 li1ep speed sop *pwp! pm alp= Sms!tlanpv `wSn [IV --aid MPJO Io!+aNu! Io Io}r0- 2q1 wolf aIq!s!n ad 4 dm 7o o!Paw flung -Mw m sao!ptoaap 'a AMd 'Snuapai jo" m mapmm 'sea w q 'saw Aug ip'le"a to taauaa (E)ao SButaead m auo!tgloaap'SmMS.q IOI+Wto dm amp aq1 piled Io of ADO MPW (1) uasuoo 020!Itt mud MUO PWI ttloq" '100 OogN MW.L (1) ,qt -j -ass • 1S (S) L vMV s!qt Jo-OP!nmd Pu atuat No 01 taa(qu aq II1g1 Jouail aottgl!ww! aqt Pun tom" SuOon qa=s 'Igncap Jo-avp!one aqj I0J Pm souaqj u! Paan oq of oano mmd aq1 I0J wapbfs and unobjectionable music e:onsisena with a biglt{ad Italian -darned remataant to be played at a low-baaligtound" whine in the Outdoor Seating Arca (defined below) so long as such music does not inWtere with the use of rho Shopping Center by any other Minuftt, herein; (C) place an amen a, awning or other ptojectiat on the exterior of the Pre mires provided that Teeaaot shall have do right so use die awning installed on the Premises as of the doe betwtt but the repair trod replacement thereof shall be the responsibility of Landlord; (D) solicit buinew or distribute leaflets or other advertising material in the Comenon Area; (E) take any other action that would constitute a nuisance or would disturb or endanger other tenants of the Shappisa Cerner or uereysonably imerfem with their use of there respective premiser; or (F) do anything that would lead to igjurc the reputation of the Shopping Curter. Furthermore, the Premises racy not be used in any manner dot would violate my exclusive use covenant or use restriction them in effect for the benefit of any renal of the Shopping Caner or violate any restrictive covensuis or other covenants and restrictions thea ef%eting the Shopping Coater, including the prohibited mit identified on Exhibit1. If Landlord, in its sole bur reasonable distention, inters any expense in connection with any Te:nent Party's violation of this Section, Tenant shall imu sediately reimburse Landlord all of Landlord's reasonable experts" therefor within 30 days following demand therefor. (d) Can of the Pre7sdses. Taaot shalt lake good cue of the Premises and shell keep the Pressum than, safe and Gee foam deterioration and write, and shall mainuia the Premises, and conduct all business therehn, in accordance with this Lane and all Laws and Iawfid directions of proper police officials. Additionally, Tent shall beep the Premises and sidewalks, servimvays and loading areas e4jecent to the Premises neat, clean and free from dirt, rubbish, insects and pests at all times. Tenant will store all trash and garbage within the area designated by Ladled for trash pickup and removal, m receptacles of the size, deign and color finrm time to time prescribed by Landlord and shall, at its ooh expense, arrange for the regular pickup of such Uasb and garbage at a fictinsmy draerrnined by Landlord Rec civiog and defimy of goat and march rrdise and removal of garbage and trash droll be made only in the mamur and area from time to time prescribed by Landlord Landlord may ansurge for coUection of all trash and garbage and, should Landlord a, - + - such election. Tenant shall pay its Proportionate Share of the can thereof as Additional ]tem. Teoam shall not operate an incinerator or burs trash or garbage within die Shopping Center. Tenant shall, at Tetaaft sole cost and expense, obuim and mtaim ain in effect at all times a pest control service to regularly exterminate dee Premises for all pests. Such service shall exterminate the Prenjim as mean Y b beep the Pretoises reasonably five from pests. If Tenant fsib so provide such service to Landlord's ressmselsk satisfaction. Ladlord shall have the right, but not the obligoon, to provide such peat control as Landlord. in its sole discretion, deems appropriate, and Tenant shall be liable for all reasonable costa thereof and all shall pay all such amourta to Landlord upon demand. (e) Dhniav Wludowa. Team shall maintain all display windows in a reset, attracittre condition (as determined by Laodord in ils sole but reasouable discretoo). and shall keep all display windows std exterior electric slim in Gott of the Premises lighted front drink until 10:00 p.m. every day, including Sundays and holidays. Lamolosd nwrves the fWK so cornett all Canopy signs in the Sbopping Center, including Tommi, b a cetoin= electrical line cordrolled by Laudhtd, to order b control the hours daring which auch signs are kept lighted, and, should Landlord a ertim such right. Tent sell pay its Proportionate Shun of all chmgcs for de installation, maintenance and repse• of such electrical line, as well as all electrical usage charges associated, therewith, as Additional Roan. (f) PermUt and I[Amusim Tenant Wall procure, at its sole expense, all permits and licenses required for its operations and the transaction of business in dee Premats. (g) intents "Hy Omitted. (h) ®nen for Bmdnea: If Tenant shall fail to (1)open for busman to the public in the Premises fixtured, socked and staffed as herein provided on the Commencement Dale, (2) open and remain open for business as herein provided during such haus as herein required, or (3) maintain during such hags a staff of e mployrss and stock of merchandise as herein requoed, the sumo aball constitute an Event of Default berearder without the qty of any notice thereof Gam Landlord to Tema (i) 1R $uMAJAn. Tess m shall not engage m. tea peanot its employees, agents, Affiliates OF ear Ctrtgage lei, solicitations, desnousuations or other activities isewruisteot with fast -class sopping Center istandardL (j) Comnliasee wills Lw. (1) Fidid nor L,avrs If any Laws in exisumce as of do dale of this Lease ase require am alteration or modification of the Premises (a "Cade M4odtfici is ") and such Code Modifcigioo (i) is not mode meoeaary as a readt of the specific an being made by Tenant of the Premises (a: dietinguiahed Gem an alteration or improvement wblch would be required to be rade by the owner of soy building comparable to too Shopping Center irropectve of the use thereof by any particular oecp;ant), and (b) is not made neocseary as a restult of any aherntion of the Premien by Temmt, then such Code Modification shall be performed by Landlord at Landlord's note cost and expensL (2) Crroymo antsl Ranulatleus — L.omdlasd Raamemdbilify. 1C as a roust of one Of more Laws that are ON is existence as of the date of this Low. it is tnetenry from time to time during the Terra, to Pafwm a Code Modification to the Shopping Center that (i) is not made meoemary as a tewit of the specific use being made by Tent of the Premises (as disttageirhed from an alanration or improver ent which would be required to be tendo by the owner of any building le to the Shopping Center irrespective of the use thereof by any par ieWw RETAIL LEASE, Page 7 occupant), and (ii) is not made necessary as a result of any aheration of the Premises by Tenant, such Code Modification shall be performed by Landlord and Tenant shall pay its Proportionate Share of the cost thereofas Additional Rent. (3) Govemmental Reataladow — Tewet RelotoOMly. If, as a rmdl of one or more Laws, it is necessary from time to time during the Term, to perform a Code Modification to the Shopping Center that is made aQawy as a result of the specific use being made by Tenant of the Premises or a a result of any alteration of the Premises by Tenant, such Code Modification shell be the sole and exclusive mgwn Whty of Tenant in all re peca ; provided, however, Tett shall have the rigM to mow its m4pest to perform a proposed ageation in the event thea the performance of such alteration would trigger the requirement for a Code Modification. Asalamtaeat and Subiettinte. (a) Teratafen Except as provided in .may Tenaai shall not, without the prior written cannot of landlord, (1) assign, transfer, or encumber this Lease or any cause or interest herein, whether directly or by operation of law, (2) permit say other entity to become Talent bereaader by merges, coruolidatiot4 or other reorganization, (3) if Tehamt is an andly other than a corporation whose mock is publicly traded, permit the transfer of an ownership interest in Tenant so as to m adt in a change in the current control of Tenant, (4) sublet any portion of the Premises, (5) grant any license, coneessior4 or other right of occupancy of any portion of the Premises, or (b) permit the we of the Premises by any patties other than Team (any of the events listed in Section 9(a)(I) through 9(&x6) beings 'fid '). (b) Coaseat Staadatvls. Landlord shall net unreasonably withhold its consw to any arraignment or subletting of the Premises, provided that dee popased tramf tee (1) is creditworthy. (2) has a good reputation in die business commortity, (3) will not the Prdowes only for the Permitted Use and will ant use the Premises in any manner that would violate any exclusive use covamd or use restriction that in effect for the benefit of any lenaot of the Shopping Cent" or violate any restrictive covenants or other covenants, conditions and restrictions then affecting the Shopping Canter, (4) does not engage in a business that con"ks with the bmiaess of any of the drew exis ing tenon of the Shopping Center, (5) dna not hove excessive pericift nquittmtmu, (6) is out =governmental entity, or subdivision or agency thereof, (7) is not another occupant of the Shopping Canter, (9) to in eorrgliance with the regulations of the Office of Foreign Assets Control ("OFAo of the Deportment of the Treasury (including thaw named an OFACs Specially Designated Nationals and Blacked Pet soes List) and any statute, executive order (including the Sepurtrber24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Person Who Commis, Threaten to Commit or Snppast Tenorisrn), or other governmental action relating thereto; and (9) is not a person or entity with whom Landlord is then, or has been within the six month period prior to the time Tenant seeks to erten Into such assignment or subletting, negotiating to lease sprite in the Shopping Center or any Affiliate of my such person or entity; otherwhte, Lmdlord may withhold its consent in its sok discretion Additionally, landlord may withhold its consent to say proposed Transfer if any Evens of Defauh by Tenant than exists. (e) Rearrest for Carseat At last IS boraine m days prior to the effective dale of the proposed Transfer, Tenant shall provide Landlord with a written description of all terms and eon libons of the proposed Transfer, copb of the proposed doc m e adon, and the following information abort tbe proposed tra sferee: name and address of ths proposed transferee and any entitles and persons who own, camel or direct the proposed transferee; reasonably satidaetary information about its business and business history; its proposed tee of the Premises; bassi ing, fmaacial, and ether credit m&rmatiorr and general references suffickal to enable Landlord to determine the proposed transferees creetitworth6sesa and character. Within 30 days alkr written nodca from Landlord, Tenant will reimburse Landlord for its reaonable attorneys' fees incurred in connection with exwsiderieg any request for consent to a Transfer, not to exceed 52,506 per request for consent. (d) Quilkknr to Conten( If Landlord consents to a proposed Transfer, the proposed transferee shall deliver to Landlord a written agreement expressly morning TenaWs ob(igatimms hereunder, however, say transferee of less than all the Premises shatl be liable only for obligations wrier this Lease that ate properly allocable to the space subject to the Trader for the period of the Transfer. No Transfer shall release Taunt from its obligation under this Lem; Tama sad its transferee shall be jointly and severally liable therefor. Landlordh consent to any Transfer shall not waive Landlord's rights as to any subsequent Tran em If an Event of Default occurs while any pert of the Pre rim we subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee ad rents becoming due to Tenant and apply such rants against Rent. Tenard instructs its transferees to make paymeots of tem directly to Landlord upon receipt of notice Erman Landlord to do so kMawing the occurrence of an Evewt of DCWL Tenant shall pay for the cwt of any donisimg walls or other improvements necessitated by a proposed subletting or assignment. (e) Attoramaat by Subtenants. Each sublesse hereunder shall be subject and subordinate; to this L.esse and to the matters to which this Lease is or shall be sabordiruteh, and each subaenartt is deemed to have agreed slat in the event of termination, re-entry or disporarmion by Landlord dlord under this base, Lmdlord may, at its option, take over all of the right, tide and interest of TermtN, as suMatdlord, order such sublease, sad sech subtermN shall, at L&thdlord's option, attorn to Landlord pursuant to the them exe culwy provisions of such subirase, except that Landlord shall not be (1) liable for any previous ad or emission of Tenant order each sublease, (2) subject to any counterclaim, offset or defense of such subtenant against Tatou, (3) bound by any previous modification of such subkae not approved by L ullord in writing or by any real or additional rets or advance rent which such sabtenamt hes paid for more than the curter month to Temank sed all such rent shall remain due and owing, (4) bound by any security or advance rental deposit made by such sunbumant which is asst delivered to Landlord and with expect to which such subteen of shall look solely to Tenant for mfimd or reimbursement, or (5) obligated to perform any work RETAIL LEASE, Page 9 in the subleased space or to pure it for occupancy, and in cmmection with such s"onrcamot, the anbk*= Anal, execute and deliver to Landlord my instruwAmts Landlmd may ee"Mobly request to evidesm anj confirm sushi attmmmmt. Endo subeensw ere Hewer: of Tatem shall be deemed• sue ally as a cxnditi w of its 0=,WM or say part of tiro Premiere, to have apeed to be bound by the tams of this $bion 9(ei. M )aYmwtioaalF y QMlin d (g) AdMtiot.bli Conoesata. Terms sball pay to Landlord, immediately upas roccipt thereof, sty i Am receiv cd by Tensat as a result of a Transfer is excess of the Rent payable by Ta umt h=voder and allocable to titin portimra of The Ptaaion covered by sucl Transfer. (h) Ptntittad Trane++ Notwithstanding Section 9(al Tenant ray Trmhsfer all or pan of its I ntervir in tkis Lanae or all or pan of the Premises (a`�ttasd TrmtdW) b the followitg types of entities (& nt `Perarkted Tn ssferee") Witloothe written eotued of Lamdbr (1) an Affiliste ofTenank (2) SOY COCPonstion. limited partnerdtip, Visited tiahulity PSR hmh d flatnlity COMPMY or other Ismob eras entity in Which or with which Teoartt, or its corporate suoanms or asiigus, is merged or consolidated, in accords m with applicable stottatoy ProvisMOMa gig serge and consolidation of bum= entities, so long se (A) Team's obUpdmm bmunda are awmed by the entity surviving such merger of eraseed by such eotaolidnion; and (B) the Tsngibk Net Worth of die surviving or anted entity is not las the the Tangible Net Worth ofTeem as of the date hereof, or (3) any COVpoatioa6 limited panaerohip, limited liability pennetaidp, limited liability company or other busium entity acquiring all or abstentially all of TeumR$ &nets if such entity's Tagible Not Worth after such aogmisition is not las iban the Targihie Net Worth of TtrAw as of the date hereof. TCMW tUl promptly acetify Landlord of any such Permitkd Transfer. Tenn shall remain liable for the Performame of cV of the obligatbas of Tenant bereuader, or if Teem no IOW axile because of a merger, coeaoUdstig , - dddhicn IYe surviving acquiring entity shall expreaiy assum in Writing the oblig�tioms of Tenet heramo Additionally, the Permitled Traosfum:ball comply with all of the terms and coaditiona of this Lease, and &5 ars, of the Pnenia by the Pamined Transfeeee my mo vWM eery other agremtte t, affecting the Pte nbm Are Caner, Landlord or odxer tames of the Shopp.W Camra. No Iata than 30 days afterthe effective dote of any Permitted Tm ssibr Tenant shall (itmib Laodlmd With (A) copies of the imtru m affectog arab Peraisad Transfer, (B) documentation 0"bliAl ft Teraina IsAW ction of the requrcmeda act fort► above WPB to any wdh Ttaaafer, (C) evidence of bstrwce as requited under this Learn with respect to the permitted Tmsferee, and (D) evidence of ampfiamce with the regulations; of OFAC and may statute, executive order (ineardig ON SgMember 24, 2001, Executive Order Bloddmg Property and Pmtmbitiog Transections with Pectins Who Commit, Thi -t- b Commit, or Support Tarmriam), or other govemmeaw action relating m the inekmding to acne and adbess of the Pertained Transferee and soy entities sad Persons who own. cora,! l- direct the Pertained Tn siferee. The occurrence of a Pertained Transfer shall not waive LanSwft rights as to my suhsequeae Trausibro• `Tam suet bw mew the &rocas of tow assets ova tow liabilities, in each ase as determined in a000idlance with VAMUY accepted aeoountitg F%cw- MW"* M w ( umn etchdi.& however, 6om Me da --mm of tow assets all assets smith would be clanifeed as -tangible assets under GAAP incisding goodwill1, tisanes, palesoR trademarks. trade tames, copyrights, and fi&nchism M PcTesnsiaee shall be atdoct to the Iemos of thi 2. Y Transfer by a 10. IMV Walvenz On re a• Imdrmntty. (a) Tesmt's IMMM .nr Effective as of the canner of (1) the date Team anus or oaupim the Ptenties. or (2) the Coounencement bete and continuing throughout the Term, Tenant shall maintain the fidicwta8 isasnc@ P (A) eo®mercial gamed liability insurance in emmouts of 52.000.000 per ocewmme or, foli w'ng tk wTisston Of the -trial Tam, acerb other amounts as Landlord fi m time to time reaamably requires (sad, if cher use and occupancy of time Premia iochde soy activity or angler that is or may he exelded ban urveerage oder a eommaeial general Hability policy [erg-, the sale. —vim or co su-ption of arlcobolio beveragal. Team shell obtain Hoch endorsements to the conimeeial genera( (iabtjity policy or oih rwie obtain imataoee to inssire all liddhty cid% atom such actviiy or ®tier including liquor liability and valet p wkin& if spplicaW in such amoatis as Landlord rosy teasotebly regnime), wining Terser, Nord, L.asdlordh property mmagaMM may. Landlm& asset —Son" cont p_y and, if tegoaeed in writieg by Landlord. Landlnnfa Mortgagee, aPbO aV !'ability for imgauy to or death of a pg. or persona or damage b use and occupancy of the Pnemiaa and (Without property amd Gam the lMRnGdoo, operation, mainle niece, repair or reasgml of Te�nme'ss o -Primp to the Gtstafiaaiioa cc cov) the the full vela of all adteraadom and int' (nes im�e covering meprovemmeals and bdte®emts in tier Premien, am -g Landlord and Landwd's Mortgagee a additional las payees as theirinterests nay attar, (4) lute covering the fill value of all firninare, nude fixtures sad personal property (bmchdiag property of Tats or other) in the Ptemiscs or otherwise placed - the 5boppigg Center by or on behalf of a Tenant Poly (including Tenwnt r Off (D) contrad�rsl liability iruuraooe =glom to cover TaMnA ' ten, contractual liability ieauvaarnce is not inky obligations hereunder (but orb if such alvady included in Towifs model Mental l abilityinattiggtoe 8c (h) worlan's compep iesuntOc@. and (F) btaiaess ' >>o Y). interruption irrerance ->m amount reasonablyacoeptable to Landlord The <tomweacial general Kability imsmswe to be maireamed by Team may heve a deductible of ao more than 55,000 Per Occurrence, the property innuaawe to be mimawed by Team may trove r deduatible of mo mere MAIL LEASE, Page 9 of aftd'3SV3'I'I1V m a �) sar!sumd to lsad Am m lP ssatioa ml}paq Jo stat plp '(� . s `game aspl Aneryid so 'meal Jim basal Puaad Am Jo '( W. s `q—) ! 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W auoJ 219eOay W 'tmltaa2ut0aop Mons aoJmOgt »tanfsae »01>n Halt sdtp 071®qwx (Pe guru R9 POMS.Map dlwd jagio pans JO) pxworl of angac pew amoaso Utas lwm•L tonrimmps gmwjo 0mp1unpoo m aq I1Wu Oa!10mP1ogosJO MMAIM. gall-, 00 Pus mWu,doylat aq HUM a0!toas sppJO "BlAaW nL u! tatllaI BO .wo a AM uo!Owd aql m tsasala! a*Rp JO 'aSwl A='Pd `a8tRmM sq W ao!aadels auOa 1 s4g1 asPem w ` jo m maAmupaeO4 Sew tt `pap Ram aati�a8lsolrg r paolPeo 1 ROY (. . s S0 O[a=q 01 pa L=j. am'1 R�uueFld Man rtes japan ss'( mV JO 'lout JO Pa*P Roos doe japan da!ayatmq Wauon gam Ras sapoa expense. Landlord shall be entitled to receive the entire award for any such temporary Tatting, except that Tcr mt shall be entitled to receive the portion of such award which (1)cosrmpesares Tenant for its toes of use of the Premises within the Term and (2) reimburses Tenant for the reasonable out-of-pocket costs actually incurred by Tenant to restore the Prmises as required by this Section. (e) Arae¢. If any Taking occurs, then Landlord shall receive the entim award or other compensation far the land on which the Shoppiwg Center is situated, the Shopping Center, and other improvem cm taken; however, Tempt may separatdy pmts a claim (to the extent it will trot reduce LuadlorTh award) against the condemnor for the value of Tenant's personal property which Tema is eadded to remove under This Lease, moving costa, loss of business, and other claims it may have. 14. Fire or Other Cavualay. (a) Re®slr Eadmate. If the Premises or the Shopping Crater are damaged by fat or other casuahy (a "Cast dlf), Landlord shall, within 90 days after such Casualty, deliver to Tenant a good faith estimate (the "Manage Notice) of the tiros treaded to repair the damage caused by such Casualty. (b) TenuM's Rkb g. If a material portion of the Premises is damaged by Casualty such that Tenant is prevented 6om conducting its business in the Premises in a manner reasonably eomparabie to tient conducted imseedistely before such Casualty and Landlord estimates Tut the damage caused thereby cannot be repaired within 150 days after the co moeooemmrt of repairs (the "R_pe sk Period"), thea Tenant may [mots me this Lease by delivering smitten notice to Landlord of its election to terminate within 30 days atter the Damage Notice lens been delivered to Tarot. (c) L nmdl 'd's Idents. If a Causlty damages the Premises or a material portion of the Shopping Center and (1) Landlord atimstes that the damage to the Premises cannot be repaired within the Repair Period, (2) the damage to the Premises exceeds 50% of the replacement cast Thereof (exchading fxtudstioar and footings), as estimated by Landlord, ad such damage occurs daring the last two yaws of the Tenn, (3) n gartuess of The extent of damage o the Premises, ds damage is rot fully covered by Ltadiwds insurance policies phis applicable deductibles (provided that landlord carries the insurance required hereunder) or Landlord makes a good faith determination that restarmg the Shopping Center would be uneconomical, or (4) Landlord is required to pay any insurance proceeds arising out of the Casualty to a Landlord's Mortgagee such data the remaining insurance proceeds are iosufFiaiew to cover the costs of restoration, tines Landlord racy terminate this l esee by giving wrinea notice of its election to terminate within 30 days after the Damage Notice has been delivered to Tenant (d) Renoir Oblindog If nsither party elects to Terminate this Lease following a Casualty, it= Mord droll, within a r Pain Ile time after suce6 Casualty, begin to repair the Premises and shell proceed with a>xsaoabie diligence to restore the Premises to substantially the same condition ars they existed immediately before such Casualty; however, Landlord shill not be regaimd to repair or rte my alterations to betterments within The Premises (which shall be promptly and with due diligence repaired and restated by Team at Taunt's sole cost and expense) or any fnaitwe, equipment, trade fixtures or personal property of Tenant or others in the Premises or the Shopping Canter, said Landlord's obligation To repair or testore the Premises shall be liadied to the extent of the insurance proceeds actually received by Landlord for the Casualty is question (plus applicable deductible amounts). If this Lem is terminated under tae provisions of this Sectit4t 14. Landlord small be entitled to the full proceeds of the insurame policies providing covers for all alterations, improvements said betiermeab in the Premises (aid, if Tenant has failed to maimmin insurance on sash items as mquhed by this Lease, Tema shall pay Landlord an amount equal to the; Landlord would have received had Tenant maintained ittsonaice on such hens as required by this Lente). (e) Coadaysnm of T=mt'i fl W am: Rental Abstemaat. Tent agrees that during say period of reconstruction or repair of the Pnemism it will continue the operation of its buauw within the Premises to the extent practicable, and Miamnat Raaf and Additional Rena (but not Percentage Rest) for the portion of the Premises fe ndered uateasotable by the damage small be abated on a reasonable basis ftom the date of dmuge until the completion of La dkmh repairs (or until the date of termination of this Leese by Landlord or Terumo as provided above, as the case may be), intens die gross negfigeace or willful misconduct of a Tenant Party caused such damage in which case, Tenant shall continue to pay Rent without abatement. 15. Taxes. (a) Fesseaal PraMCM Taxes Tenant shall be liable for all taxes levied or assessed agaimt personal property, firaiture, or fixtures placed by or used by Tenant in the P. or in or on the Bailkling or Shopping Center. If may taxes for which Tenant is liable are levied or assessed against La"ord or LagdLorft property and Landlord elects to pay the sane or if the assured vdm of Landlords propMy is increased by inclusion of such personal property, fermitum or Cirques and Landlord elects to pay the taus based on Tisch increase, Thou Taint shall pay to Landlord, within 30 days following written request therefor, els part of such Taxa for w"eh Team is primarily liable bm=M ; bowever, Landlord shall not pay such amount if Tenant notifies Landlord that it will contest the validity or amount of such Taxes before Landlord makes such payment, and thereafter diligently proceeds with such contest in accordance with Lew and if The ran -payment thereof does not pose a threat of Ion or seiaxe of the Shopping Center or interest of Landlord Therein or impose any fee or penalty against Landlord. Tetany and not Landlord, shall pay, when due and payable, the Florida State Sala Tau and any other asks or excise Tac or assessment now or hereafter levied or encased upon or against Tenant's or Latttiord4 Interest in the Rent to be paid under this Leon, or any portion thereof. or Landlord's interest in this Lease or its income therefrom Should the appropriate axing authority require Taal any snob ashes or excise tax adlor arse sment be collected by Landlord for or on be lalf of such taxing authority, then such sales or excise Inc and/or assesaxnem shall be paid by Tamut to RETAIL LEASE, Page 12 t_arc3(azd, as Additional Req, in accordance with the teras of any written nonce from Lsndlord to Tenant to such effest. (b) meg_. Temm shell pay its Proportions Share of all taxer, asmauncros and governmeaW charger of any kind and nature whatsoever levied or assessed against the Shopping Center. and any other charges, taxes and/or imporkiam now in esimence or hereafter imposed by any governments! authority based upon the privilege of resting the Premises or upon the amount of rest collected therefor, whether they be by taxing districts or sudwndes presently taxing the Shopping Censer or by Odom subscilucatly seared or otherwise (collectively,"T�sges"). Taxes shall also be deemed to include soy special taxing district assessment which is imposed in order to fund public 6cilides for the arae in which the Shopping Censer is hxaied. Taxes shall sot include Federal and state taxes on income; however. if the prescmf method of taxation cl aogea 00that, in lieu of or in addition to the whole or any pan of any Taxes, there is levied on Landlord a capital tax, miles tax, or use tax directly on the rents received or a 6mcbime tax, assessment or charge based, in whole or in pari, upon such rents for the Shopping Center, then ail such Woes, monuments and charges, or rhe pan thereof so based, shall be deemed to be included within the term 'Taxer" for purposes hereof. For property tax purposes, Tenant waives all rights to protest or appeal the appraised value of the Premiss, as well as the Shopping Center, and all rights to recaive notices of resppraisemem. Tenant will pay its Proportionate Shane of Torres as a component of Tenant's pnymerrt of Teoem's Proportionate Sharp of the Retail Area Expenses, which shall be paid in accordance with Section 6(d). (c) Tax Comsaltant: Contest of Taxes by landlord. L WLWrd shall have the right to employ s tax consulting fine to suctopt to assume a fair tax burden an the Shopping Center. Temno shall pay to Landlord upon demand from time to time:, as Additional Rea, Ter itaft Proportionate Shue of the reasonable cost of web auxvice. Additionally, Landlord shall have the right to context any tax assessment, valuation or levy against the Shopping Center. and to aim legal counsel and expert witrneaeen to assim in such contest and otherwise to incur expenses in such contest, and Tenant shall pay upon demand Tent's Proportionaro Share of any reasonable fees, oxpeamea and costs iaerned by Landlord in contenting any assessments, levies or tax tate applicable to the Shopping Center or portion thereof whether or sot such contest is successful. If such contest results in a refuted of Taxes in any year, Teaorq shall be entitled to receive its Proportionate Shore of such refund, prorated for the period with reipw to which Tenant paid its share of Taxes for such year, atter deduct* from the refund all reasonable fees, expenses and costs incurred by Landlord in such context. 16. Eveals of 291ttlt. Each of die following occurrences chats be an -gyp of DetauR": (a) Piyaned Dolnalt. Tcnw*s &dm to pay Rent within three business days of the: date due, which More continues for five days after Landlord has delivered written notice to Tenant that the same a due; however, an Event of De&uh shall cone htavandtx without arty obligation of Landlord to give any mice if Tamm Nils to pay Ron within three business days of the date doe tend, daritg the 12 month hnlerval preceding such ihihtre. Landlord has given Tenant written notice of failure to pay Rent on two or more occasions. (b) Ahaadeaneat. Tenant (1) abandons or vacates the Premises or any substantial portion thereof or (2) fails to continuously operate its business in the Pnmlim for the Permitted Use am forth herein. (e)eta hum If any execution, levy, attschmen, or other process of law shall occur upon Tenants goods, fixtures or interest in the Premises, and Team fails to cure such execution, levy. attachment or other process of law within 15 drys ager die occurrence thercof (d) F020d. Tenant lois to provide any estoppel catificate atter Landlord's written rexluem therefor pursuant to Section 24fel and such failure shall eomume far five days after Landlad'ssecond written notice thercof to Tenant. (e) Immrsace. Tenant foils to procure, maintain and deliver to Landlord evidenoe of the unurance policies and Coverages as required under Section Itl(a) and die eontimmm of such failure for a period of more than 15 days after Landlord has delivered to Tenant written notice thereof. (I) lldechaak's Liens Team fails to pay and release of record, or diligently contest and bond around, any mechanic's lien filed opium the Premises or the Shopping Center for any week performed, materials firnished or obligation incurred by or at the mRue m of Tet►an, within the time and in rhe mamas required by Section Wel and the contitn►aece of such failure for a period of mor than 15 days after such mechanic's Yen is so filed. (g) tither Detanils. Teaant's velure to perform, com�Ay with. or observe any other agreement or obligation of Tenant under dais Lease oral the contitnumcc of such failure for a period of more than 30 days after Landlord las ddivraed to hmmt written notice therwQ however, if such failure cannot be cored within rich 304my period (thus excl diog, for example, Tenon's obligation to provide Ladlord evidence of Team's insurance coverage) and Tenant commences to cure such faikre within such 30 -day period and thereafter diligently pursues such ase to completion, don such fatlae shall not be as Event of Default unlearn it is not fully cured within an addtional 30 days after the expiration of die 30 -day period. (h) lunhwo The fdi g of a petition by or against Teams (the Corm 'Teams' shall include, for the purpose of this Suction l6fh1 any goarrmlor of Tenants obligations hereunder) (1) its any b ulaupicy or other iesolveocy proceeding; (2) sed ft any relief under any state or federal debtor relief law; (3) for the appointment of a liquidator or receiver for all or substantially all of Tenant's property or for Teumt's interest in this Lease; (A) for the reasgsuuation or modification of Tem d's capital structure; or (S) in any assignment for the benefit of creditors proceeding; however, if such a petition is filed ageirst Tegmen, then such filing shalt not be m RETAIL LEASE, Page 13 Evert of Default unless Tenant fails to have the proceedings initiated by such petition dismissed within 90 days after the filing thereof 17. Rte. Upon any Event of Default, Landlord may, in addition to all other rights and remedies afforded Landlord bereemder or by law or equity. take any one or more of the following actions: (a) Terrafandoa of Lewse_ Terminate this Lease by riving Tenant written notice thereof, in which event Tenant shall pay to Landlord the num of (1) all Reit accrued hereunder through the date of termination, (2) all amounts due under Section 18(x), and (3) an amount equal to (A) the total Rent tot Tenant would have been required to pry for the n=Wder of the Term discoursed to present value at a per annum rate equal to the `Prime Rate" u published on the date this Lease is tetmitaned by The Wall Sued Journal, Southeast Edition, in its listing of "Money Rates" minas one percent, minus (B) the then present fah rental value of the Premieres fo, stucb periodo similarly discounted; (b) Termination of Posansler. Terminate Tenant's right to possess the Premises without terminating this Lease by giving written notice thereof to Tenant, in which event Tenant shell pay to Undlord (1) all Rent and other amounts accrued hereunder to the doe of termination of possession, (2) all amounts due Gast time to time under Section 18(x), and (3) all Reit and other net anus required hereunder to be paid by Team during the remainder of the Tam, diminished by any to rum thereafter received by Landlord though reletting the Prernises during such period, after deducting all reasonable casts incurred by Landlord in reletting the Premiso. if Landlord cleat to proceed under this Section l7(b), Ludford way remove all of Tent's property from the Premien and store the seine in a public warehouse or elsewhere at the coo of, and for the amount of, Tenant. without becoming liable for any loss or damage which may be occasioned thereby. Landlord shall use reasonable efforts to relet the Preauses on such to as Landlord in its sok reasonable discretion may determine (including a terra different from the Term, rental concessions, and alterations to, and improvement of, the Premises); however, Landlord soil not be obligated to nelet the Premises before leasing other portions of the Building or Shopping Cerder and Landlord shall rot be obligated to accept any prospective tenant unless such proposed taunt meets all of Landlord's leasing criteria. Landlord shell not be liable for, nor shall Tenant's obligations hereunder be diminished because of, Landlord's Entine to relet the Premises or to collect real due for such reletting. Tenant Boll not be entitled to the excess of any consideration obtained by miettuug over the Rent due hemi der. Reentry by Landlord in die Prentiss shag tot affect Tents Obligations 6ereuider for the mnnrpued Term; rather, Landlord may, Crow titre to time, being an action against Tenant to collect astousls dire by Tetuan, wilhme the ntncessity of Lsodlorth wait* until the owntion of the Tena Unless Landlord delivers written cutin to Tent expressly stating that it has elected to terminate this Lease, all actions taken by Landlord to dispossess or exclude Tenant from the Pranism shall be deemed to be taken under this Section 17(b), if Landlord elects o proceed under this Section 17(bl it may at any time elect to terminate this Lease soder Swdon 17(a): (c) Pet'fero Acts on behalf of Team Perform any act Tenant is obligated to perform under the lams of this Lease (and eater upon the Premises in connection therewith if nme+eary) in Ters tt% us= and on Tenant's behalf, widK" being liable for any claim for damages therefor, except to the extent caused by Landlord's grow negligence or willful misconduct in performing such obligation, and Te et shall reimburse Landlord on demand for any expenses which Landlord may incur is thus effecting axapiiaroe with Tettant'a obligations under this Lease (kwkxHng, but ant limited to, collection costs and legal expenses), Pius interest thereon at the Default Rate; (d) 4atetawbm of Servkes Suspend any services required to be provided by Landlord hereunder without being liable for any claim for damages therefor, (e) Distress for Ltmt hstiene a distress for rent action and obtain a distress wait under Section 83.11 through 83. 19, Florida Statutes; or (f) Altemtlau of Ltieks. Additionally, with or wifbout notice, and to the c km permitted by Law. Landlord may alta locks or otter security devices at the Pranins to deprive Tenet of access thereto, and Landlord shall not be required to provide a new key or right of access to Temam. In ealculallmg Tenant's liability following an Event of Default, the Percentage Rent for which Tenant shall be liable atter termination of this Lease or of Tenant's rights of possession " be determined by averaging the Percentage Rent payable during the 24 month period prior to such termination (or, if shorter, the period frmn the CommenDment Late to termination). 18. Palrgepl by Tenant: NMWatver• CumuI%jh2 Remedln. (a) Parient by Tempt. Upon any Evert of Default, Tenant shall pay to Landlord all costs incurred by Landlord (including count coats sad reasonable attorne)s' fen and expenses) in (1) obtaining passession of Use Premises, (2) removing and storing Tenant's or any other occupant's property, (3) repairing, restoring, ahermg, nmKWdk& or otherwise putting the Premises into the condition requited at Iha expiration of the Term, (4) If Tenant is dispossessed of Ute Premises and this Lee is not terminated, reletting all or any part of the Premien (including reasonable brokerage cororeiw(oas. cost of tarots finia6 wont, and other coos incidemel to such relerting), (S) paiorming Tenant's obligation which Tenant failed to pexforrn, and (6) enforcing, or advising Landlord K its rights, remedies, and recourses arising out of the default. To the fall extent permitted by law, L mdlord and Tenant agree the federal and an" courts of the slate in which the Shopping Canter is located dun have exclusive jtaisdimion over any matter relating to or arising from this Lesse and the parties' rights and obligations under this Lease. RETAIL LEASE, Page 14 (b) IVa waiver. Landlord's acceptance of !tent followir; an Evan of Default shall not waive Linc lord's rights regrdi l; such Event of Default. No waiver by Landlord of any violation or breach of any of duo tarns 000uiaed herein shall waive L.aadlord'a right regarding any future violation of such Certo. Landlord's acceptance of any partial payment of Rent shall not waive Lamdlorft rights with regard tu the remakft portion of the Rem the Is due, regardless or my endorsement or other statement on any instrument ddivaed in paymew of Ram or any writing delivered in comeclion tberewi8q accordingly, Landlord's acceptance of a partial payment of Rat awl not eonusthum an accord and satbfastion of the full amount of the Rem that is due. (c) Cusanlative Reaedia Any and afi reoaedics at forth in this Lase; (1) shall be in addition b any and all other remedies Landlord may have of law or in ati ty, (2),dell be cumaladve, and (3) may be pasted successively or concurrently a; Landlord may elect. The exercise or any remedy by Landlord auntI not be tk e l as election of emedIts or preclude Landlord Geo exercising any other remedies in the future. (d) Teaaat Waiver. Tenant hereby expressly. unconditionally and irrevocably waives all constitutional, stmt any or common law bonding requirements including the requirement under Section 63.12, Florida Statutes that Landlord file a bard payable to Temant; it being the intention of the parties dot no bond shall be required in any distrsas actlov. 19. ta"ard's LAA In addition to any statutory landlorti's lien, now or hereafter emoted, Tenant grants b landlord. to an, perkm aaoe of Tenni obligations hereunder. a sxatrity tutees in ail of TerAM s taags'ble personal property situated in or upon, or used in connection wide, rho Promises or the Shopping Center, and all proceeds thereof (except merchandise told in the ordinary course of business) (collectively, the *QqjjjMej and the Collateral shall not be removed 6om dee Pmtnbes or the Shopping Centex without the prior wring t aomseat of Landlord until all obligation of Tent have been Bray perkamed. Such personalty thus encumbered includes specifically all trade and ether fumes rot the purpose of this ScWm I, mvenbry mod equipment. Upon the occurrence area Event of Defiult, Landlasd may, in addition to ail other remedies, without notice or demand coapt m provided below, ise the rights afordad tu a ,ured party under the Uniform Commercial Code of the ante in which the Premises we tinted (the '.U=. To the extent the UCC regales Landlord to give b Tooant notice of any set or event and such notice cannot be validly waived I -P a deftuh ooexus, then five days' prior written notice thereof shall be reasonable notice of the act or event. In order to perfect such security interest, Landlord may file any financing statement a other instrument necessary at TimieWs esti -tut the state and county Uniform Commercial Code filing offices. Tenant grew to Landlord a power of attorney to execute and file any finmei ig statement or other ne oosaty insamnem to peakep Lmdlotd's security interest under this Sigion 19 which power is coupled with an interest sind is htirvoeable during the Term. Landlord may also fele a copy of this Lease as a financing statement to Portia its security interest in the Collmterol. Within ten days following written "west then.for. Tenant shall execute Mincing statements to be filed of recoil to perfect Ln>dlord'a security Werest in the Collateral. 20. Rntrreder or Premises. Mo net by Landlord Amg be deemed anaocepumm of a marmder of the Premiss, and no agnxoheat to 4eapt a surrender of the Premises shall be valid unity it is in writing and aigoed by [ensiled Al the expiration or termination of this Lase, Temmat shell deliver to Landlord the Premises with all imptvvemens located therom in good rgair and eoadMim, fife of Hazardous Mataiab placed on the Promises daring the Tam, boom-cb=, reasonable war and tar (and condemnation std Casualty damage hot caused by Tem ink a to *NA Stactions 13 and JA shall control) excepied, and doll deliver to Lodlmd all treys to the Premises. Provided dant no ddault by Tenant then cents under ibis Lease„ Tenant may remove all daauaehed usde fours (w}dei, for purposes Of" senitsce, abali not inconde carpeting. floor coverioga, numbed shelving, lighting fauces, well eoverinim or similar improvemew), lumiumq and permooal propatty placed in the Premiss or elsewhere im the Shopping Center by Tenant (het Tenant nay not remove any such item which was paid for, to whole or in part, by I.emdlmd or any wiring or adding mnleu Landlord requites such removal). Additionally, Tenter 413411 temmvo such alliaatioos, additions, i ap ovmems, trade ftUM pal I pt'opeilysigns, etimpmeat, wiring, oadails, cabling and furniture (including Tonsul s ofr-Promises Equipment) est Landlord requests; however, Tenant shall not be required to remove any addition or impnovmuent to the Prendmn or the Shopping Center if Landlord hes specifically agreed in waiting flat the inptoveman or addition in question used not be renwved. Tenant shall repair all damage caused by such removal AN hum not so removed shall, at Landlord's optioq be deemed b have been abandoned by Tema and nay be splimprimbd, sold, stated, dew vyed, or otherwise disposed of by Lamdtotd without notice in Tenant and wmwui any obGgalba to adxosau for each items; any such disposition shall not be considered a strict famciosme or other exercise of landlord's rights in respect of the security interest granted ander 19. The provisWovs of SVWW shall survive the cad of the Tem. 21. Li idiom CAS. If Temut Otis to varus@ dw Ps mba at the end of the Term, tiro Tenant shall be a reran at sufferance mad (a) Tenant shall pay, in addition to the other Rant. Minimum Ret equal to ISO% of the Rent payable during do last molt of the Tam, end (b) Tenant sMI otherwise continue to be wtbjat to all of Tenants obligations under this L am The provisiom of ebb section 21 shall not be tfeemed in Nndp or constitute a waiver of array other slobs or remedies of Landlord provided Iu or at law. If Team M to sunuada die Premises upon the termination or expiration of this Leese, in addition to my other liabilities to Landlord accruing therefrom, Tesaat at" protect, defied, idamoify and bold Landlord hmssslesa from all low, eons (imehudiag reasonable auoraey4' fora) and liability moubing from such hilae, including may claims made by any succeeding tenant founded upon such Whom to sarem im and any loot profits to Lodlo:d resulting theefimn. 22. Cochin !gift Reserved by handfeed. Proti" tui tp& exercm of such rights does vat xmresso ably interfere with Tetrm's occupancy of the Pxemisa, Lw di;vd shall hLve tiro following rWft (a) To decaeate and to make tmppe tions, repaint, alio a lki ns, additions, changes, or improvements, whedna structural or odowise, to and abwk the Shopping Cerra, or may part RETAIL LEASE, Page 15 thermot to eater upon the Promises (alter giving Tenant reasonable notice thereK which may be oval notice, except in cash of real or apparent eaergency, in which case no notice shall be required) and, during the continuance of any such work, to temporarily close door, entryways, public space, and comdaa in The Shopping Ceuta; to interrupt or taaporarily Shopping Center services and ftctlitics; to change the name of the Shopping Coater; and to charge the arrangement and location of enuallm or passageways, doors, and doorways, eotidors, elevators, mars, restroom,, or other public Pdb of the Slopping Center, (b) To blue such rameable measures as Landlord deers advinbk torr the security of the Shopping Center and its occupants; evacuatiog the Slopping Coda for enure, ,neper W nose, or for drill purposes; Iemporan7y denying access to the Shopping G and ckaing the Sb,pphg Castes bonfire or eller Tessa's nasal hammem; hours and on holidays, abject, however, to Tenet's right to anter when the Shopping Center w time; is closedaaa after rl business boon under such neasooable regulations; as Landlord mar premxnbe from time (d) bVURdlVV Porehaxrs and lAmdem To ester the Premien at all reasonable homm, Upon reU*Yi<lible Pum' mtioe, to show the Prernisa b prospective pacMesers or lenders; and M 2MMVzLJUjjM At toy time during the last 6 months of the Term (or earlier if Teumw has notified Landlord in writing that it don rot desire to renew the Term) or at any time following the —urmn= of an Event of Defidl which remains maned, to eater the premises at all r mumble hours, upon reawriable prior notice, to show the pnemises to prospective k=u3ts Lnteetleaativ Ornitted. 24. NfIsMIJAHN pa (a) baadlrrd Tnsaafer. Landlord only uanafa any portion of the Shopping Center tad any OHM rights under this I-- 1f Lasdlad —igen its rittbb oda this Lease, then landlord s11d1 thereby be released slum any furtls°r obligations hereunder ar" ag arm the dale of tramfa, provided that the naign0e moon In r€xirdng Iardiords obligation hereunder ailing from and after the transfer dale. (b) l.nadlord's LMot9. The liability of Landlord (and its partners, sbanebolder9 or members) to Tenon (or any person or entity clanging by, through or under Tensed) for any daftuh by Landlord under the terra of this Lome or any meta ndsri% b or wising out of the ooapatacy or rase of floe Preaiep aadlor other areas of the Shopping Center (bchtdag the Common pap) shall be Nailed b Teaantti ache) deader, but not COUSNmai. damages therefor and shall be recoverable only frau the gnertnt of Landlord in the Shopping Crater, ard ( Paine+,, ehae11ddea or mcmbaa) 911511 got be Personally liable for any dc&-k=y. The Provisions of this Section phatl survive any expiration or iemubnation of this Lase. (c) Fordo Maim- Other thaw for Ten -M, obligation under this Lease that can bd Perfamod by the payment of stoney (erg., pay—ot of Rural and maintenance of fou mm), whenever s period of ne inWherein escribed for action to be lakm by either party hereto, mei party shall no be liable or r€sponsible for, and there shall beexchided ba from the cornpuration of any 91011 period of fim, any delayer due w t. -k , ■;� e0t9 of Old, s11aeugra of labor or materials, war, terrorist acts or scribes, govemmeyd laws, regul5tiorus or ro�tricdons or any older uw of say land wLarsoever which are beyond The control of such party, (d) Neigaer Landlord nor Twain has dealt with any bn*er to r ROM in connection with the ncgolistion or execution of this Lease, other thea (1) CBM Inc., whose commieaion Shap be Paw by Landlord pursuant b a 9epaeae written agseemrat. and (H) Lang Peaky, whose commission. shalt be paid by CBRE, Inc. and not by Landlord or Tenon. Them and Landlord "I each indemnify the other agrinat all costs, agent claraq tW fees, b6en5 and other liability %r conor" ions or Other twatpernttim claimed by Roy broker or y rhroaglr or coder the irdermifyirg party, by Landlord. with(ro)ten Fuel MAf ala. From trove b tisane, Ten" 5hd1 from" b any party designated ad days after Landlord tae anode a request tbff f , a certificate signed by Tenant nth �aa1 certification algid repeaeemioax as to Ohl- Last: a Landlord racy .,My e pm Union otherwise required by Landlord's Mortgagee or a prospective purdma or mortgagee of the 5 hoppng CMW,OWdiver bidNL f(krMd 1hB erae ppel� to be signed by Tensest is aueched hecto m . If Tema n doers &led by Tenant within such required time period, Landiod, Landlord' Mortgagee and say Prospective purchaser or mottgegee, may conclusively pro rod rely upon the fotlowGng fens: (1) this Lease is in Roll food and effect; (2) the terve and p of this L.eae arc not been detged rscepl err otherwise rWeftwed by L -Mord; (3) nes more Ihm one mooft immilneW of Mhniaant Renu and other clinger have been paid in advane . (4) them are no claims erg i,. Landlord nor any defenses or rights of offset Wing collection of Rent or other dar and (S) Landlord b not in default under this Lease to Such event. Tenon ,hall be estopped film denying the truth of the presum0d fi VL writing aid shall (be (1) owned fiMelet gad Data emmauioatipre given Pur to this Lege "I be in by dos, United States Mail, postagePrepdd, oeRified, with re mm receipt delivered to the eintd rnid d b the parties hrldb u the address epeciRed in the Bask I sae Lnformation, (2) hood roquami4 and faecimn7e n wee' (3) suet by a netioelly mcxgnited overnight courier , or (4) teat by during normal beeiom hours followed by a coofismabsy tett" sent in another mamter addressed herc-Aso, do All notices shall be effective upon delivery b the address of the addramsee (even if mcb oddreasc reSuses delivery thereon). Tin parties hereto may ehroge War addresses by giving notice thereof to the other in conformity vMh Wiser provisias, R ETML L ASF_ page 16 (Jutrte. if any clmmor pmvisim of thio Leasc is illegal, i n*K or inehforeeable under present or future laws, Mot the remainder of this I sban not be affected thereby and in lieu of such clause or Provision. Mae shall be added as a part of this Lease a clause or provision sa similar in Ienm to such illegal, invalid, Of unenforceable clause or Provision as may be possible and be legal, valid, and enforceable. (h) Ainestilmeats: Bhndlan Effect Ne ®ectimedc Reewds This Lem may not be —COdcd emuep by instrument in writing signed by Landlord and Tenant. No provision of thio Lease Ad be deemed to have been waived by Landlord aeiesa such waver is in writing signed by Landlord, and no ctnlom or practice which may evolve between the parties in the administration of the term hereof shall waive or diminish the right of Landlord b insist upon the performance by Tenant in stilet &=Wawa With the terms hereof Landlord and Tenn[ bereby epee not to conduct the transactions or comm mioationn contemplated by this Lease by eleuxrosic mems. nog m by facsimile traitsmisiduat as speciraWly met forth in ag;tienW, nor shall the use of the phrace'm WrMV or the word'wtirttem" be construed to include electronic communications except by facsimile to unissiona as specilies"y act for* inSMWIQ 24fQ. The tum and catdh301111 eowained in this Lease shall inure re to the benefit of and be binding upon the Partes herein, and upon their respective muccpsos in interest and legal representatives, except as Ww&' O herein expreply provided This Lame is for the 5016 banefil of Landlord and Tenmx, and, other than Laodlotd's Mortgagee, no third patty a" be deemed a third party bawAciery hereof. (7 Order EskMMM t. Provided Tenon has performed all of its obligations haewder. Tenant shall peaceably and quietly bold and eajoy the Premises for the Term, without hindrance Ems Latdlid or any party claiming by, through, or under Lsdlond but mot otherwise, subject to the terms and c0rditiom of this [.ease. (j) Ne McRv. There shall be no merger of the leasehold estate hereby created with the fee estate is the Premises or any Part thereof if the same Person acquires or bulla, directly or indirectly, Ibis Lease or Buy interest in this Lem and the fee estate in the leasehold premises or any interest in such fee estate, (Ir) No Offer. The submission of this Lease to Tenant 8630 not be construed as an oflbr. and Tenant shall mot have may rights under this Lease unless Landlord a wcuta a copy of this Leasu and delivers it 10 Tent (1) Entire Aaueememt This base eonetimes the entire agreement between Landlord and Teaaw regarding the subject carer hereof and supersedes all oral a stern and prior writings relating thereto. Except for those Be forth in this Lease, no representations, warranties, or agreements bow been made by Land Ord or Tenant to the other with resPect 10 this Lease or the obligations of Landlord or Team, is connection derewith The normal rule of construction that sty ambiguities be resolved agama the drafting Puny ahnll not apply to the Nut nmftdm of this Lease or any exhibits or gmendmais hereto. (m) Walver of Jury J&L TO THE MAXIMUM EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION OR TO HAVE A JURY PARTICIPATE IN R$SOLVING ANY DISPUTE ARISING OUT OP OR WITH RESPECT TO THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. (n) QMW3ft 1 . This Lease shall be governed by and construed in scconkmse with the laws of the state in which the Peens we bested. (o) [ Tatmn shall not record this Lease or any memorandum of this Leone without the Prior -Wen cooeeurt of Landlord which cxasern may be WWWW or denied in the sole and absolute discretion of Landlord and any reoordasOn by Tenant shall be a material breach of this Lase. Terra grants to Landlord 3 Pow& of runny to execute and mewed a relesm mku' ug any arch recorded h muum t of record that wan reemtded without tie prior written consent of Landlord, (P) Water "Wil NOOGNOON. To the extent Tenant or on agents or employees discover any weler leelsgc, water damage or mold in or about the Premises at Shopping Censer, Tema SW pnmgWy notify Landlord tbaoof in writing (q) Jalnt and Sevetiut .IAtft- If Tenant ins comprised of mare than one party. each such party shalt be jointly and severally liable for Tennuft obligations coder this Luse All umpajoned obligatio a of Tensa hereunder trot fidty performed d the std of the Term shall survive the end of the Tern, including payment 0131426001 with respect to Rea and all obligations concerning the condition and repair of rte Prete (r) Flu*" R Within 15 days giber Lsndlord's request, Tema will finish Teeantt's most recent audited financial emlematts (including may motet 10 Utem)10 Landlood, or, if do web atriited staleme0gs have bre Prepared' such other financial statements (Rosi nolw to them) as troy have been pnepaed by an in*-,dent certified public aoeotmlant or, failing Tenatn°m mk=Uy prepared financial statemmla 1fTetai is a pabliely traded C-POratioo, Tenant may satisfy its obligation ieeeander by providing to Landlord Tenant's MOM recent amtaal and quarterly reports. Landlord will not declose any aspect of Tenant's frumm I utalemeWs than Tenant designates to Landlord as eomfideaid except (1) b Ladiord°a Ma VOM or prospective mmtgagees or porclwes of the Shopping COMM, (2) in litigation between Landlord and Tenant, and/or (3) if required by own Order. Tessa shall not be required to deliver the finsoceal 5talemenes required miler this &MWq2Mtrona than once i0 any 12-m0ah Period unless requested by Lan dlurffm Mouq Wm or a prospective buyer or lender of the Shopping Center or an Event of Deku l orcars. 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Pug ra!ygd PA19 01 2WOd rnoo wpod-Jo-oro PMp_j J PWIP�1 rima— ILam laaaaa,L '-_, � +gpan pmmu-d m pwpab- atagaoo Aro a„'a1q� jo a spun 11 Jo Paw*= lar roust AB® MINI w psaym l snaaabat Immi Joy umm (g) wP""nasa4 as Exhibit A - Outline of Premises Exhibit A-1 - Outdoor Seating Arca Exhibit B - Description of Shmppiny Cents Exhibit C - Certain Common Ares Costs Exhibit D - Teaanc Finish -Work Exhibit P&1 - Sign Criteria Exhibit E-2 - Pre-ApPn®ved Signage Exhibit F - Shopping Ceuta Rules and Regulations Exhibit G - Form of confirmation of Commawcor t Date Letter Exhibit H - Form of Team Estoppel Catificate Exhibit 1- Prohibited Uses Exhibit J - Guaranty Exhibit K - Reoawal Options Exhibit L - Rent Abatement Provisions (z) PrpWbited Persons and TransacOn Tenant represents and warrants to Landlord that Tenant is currently in compliance with and shall at all limas during the Tam (including any mttesion thereof) remain in compliance with the regulation of the OFAC of the Depertmeat of rho Treasury (including those named on OFAC's Specially Designated Nationals and Bbeked Penoas Let) and any SAM, executive order (including the September24, 2001, Executive Older Blocking Property and Prolrbithtg Tr>raaaioua with Panora Who Commit, Threaten to Commit or Support Terrorism), or other governmental action relating thereto. (aa) Radon No Florida Statutes Section 404.056: RADON GAS: Radon is a naturally occurring radioactive gas this, when it has accumulated in a building in sufficient quantities, may present health rials to persons who are exposed to it over time. Levels of radon Thea entered federal and surge guidelines have been fma l in buildings in Florida. Additional information regarding radon and radon l deg tray be obtained from your county health department. 25. Qther Proviskoms. (a) Gtrararty. As additional consideration for Landlord to enter into this Lease, Tenant shall cause Guarantor (as defined in EXHIBIT J) so execute the guaranty, attached hereto as EXHIBIT J and Tarim shall deliver same to Landlord contemporaneously with Tenant's execution hasoE Tenant's fall re to deliver such guaranty as required in the preceding sentenm shall be an autaustic Event of Default under this Lease, with no notice being necessary to Tennxt, and Landlord A4 be entitled to acecise any and all rights and remedies available to it henamder, o well as at law or in equity. Additionally, if Tonoot fails to deliver such guaranty, Landlord, notwithstanding anything to the contrary contained in this Lease, (1) shall not be required to perform any tenant improvement work is the Premises, (2) shall not be required to make any reimbursements or allowances in connection with any tenant improvement work, (3) shall not be required to pay any brokerage comosdisioms eco the broker or brokers representing Tenant in connection with the Lease (and Tom* shall iadeannify Landlord against all cogen expenses, attorneys' fees, and other liability for commissions or otter compensation claimed by any broker or agent claiming the sante by, throurgh, or ratter TenaruL (4) may terminate this Lem by providing Teams five days advance written notice tkaeo& and (5) shall ens be required to honor any renewal rights ad forth is this Lose, if sty. (b) Reatanrant PYovistons. (1) p Tenant shall at all Groes conduct its business in the Premises in Rich a aamwr as n cm me dust 80 odors will animate from the Promises to any other part of the Shopping Cerra. other thou odors that are typically associated with Italian cuiaime and a ph= oven All menu items saved by Tenant at the Premises which aro not part of the Psrmined Use shall be subject to landlord's prior written approval, which approval shall not be uaessonably withheld so long as drat is compliance with the foregoing provisions. Tema shall neve airy. out olden only in eoelosed containers and bags. AL carry -out drinks will be saved onYy in cups covered securely with lids. Tenant shall be respombic for pro disposal within the Premises of all used containers and utensils. Tenant shill not permit noise or odes to emanate from the Premises which are aaplessant and objected to by may teoam or occupant of the Shopping Censer, and, upon vwinen notice from Landlord, Tann shalt immediately Deas- and desist bum causing such unpleasant and objectionable noise or odor, failing which Landlord may deem the same an Event of Default of this Lease In tie event any such noise or odor is caused by the 000- fihmetioning or mat imctioning of any of Teasel's equipment, Tenant shill ioaediat ly ram and desist from Use use of such equipment until the same has been properly rrpumd sad a im good working order. Tenant shall promptly comply with all lows and ordmsooa and lavfml orders and regulstions atfeetiag the Promises and cladiness, safety, occpaary and one of the same Tenant will not do any act tending to *jure the reputation of the Shopping Center as detamined by Landlord. The lay -out and decor of the Premises shall be subject to IaodioWN prior written approval. Failum by Tenant to operate its business in accordance with the provision of this paragraph sial! entitle [andlosd, in addition in other remedies provided in the Lase, to irduactive re iell (2) . Notwithstanding anything is this Lease to the comuary, in the event hasdl al, in the exercise of its business judgment, diamines that the trash and garbage that is being generated. Sneed, or located at the Promises is not being maintained in an acceptable mdmer, then Landlord shall have the right to require Taunt, at Tenants sole cod and expense, to RETAIL LEASE, Page 19 take such measures as Landlord deers necessary to cornett the Problem, including, with", limitation: (1) refrigenNing all trash or garbage which is generated, stored, or located at the Premiss, and (2) maintaining continuous positive ventilation of the Premises in accordance with ventilation ataadards which any he prescribed by Landlord liom time to lime. (3) Q39P Tnm. In order to eliminate the problem of Saver bar k_upa and halth hazards, Tenant nlanil maintain grease traps and grease hoods (eo0eotivdy, the - Trap') in the Prentiss. Tenant shall establish a rhyming sad aainteamue pmgrun for the Quaere Trap on at least a quarterly buil Na is no areal longer than required by the relevant authority in Boynton Beach, Florida)- Team shall enter lob and fianish to Landlord within 10 day, aRu the Conmuex,erent Date of this Lean and prior o the comas, , nnmt of each least year theredicr a Grease Trap cleaning contract- The Crean Trap clemaag comer and the conlraclor whoa to Perform arch work pail be satNe ct to Landlord's prior gVrovaL Tenant shall, from time to time, upon 48 hears' notice, furnish proof reasonably, aceeptabie o Lmdkwd that the Gerrie Trap is being serviced in accordance with (1) the terns of this Loan, sad (2) the service emwact that bu been Rwrlisbed from Tenant to Landlord. If nay repairs, replacements, or maintenance required on the part of Tenant beendcr and not aoeomplieled within 10 days after written notice from Landlord to Tenant (or, in the event of an emergency, such shorter notice Or no notice, as if reasonable order the circnmstarees) Landlord may. at its option, perform such repairs, rcPlaccr"err►s, or maintenance without any liability to Tetaam for my loos or damage which may result to Tenant's sock or business by mama thereof, and Tenant shall pay to Landlord immediately upon demand, as Additional Rem hereunder, all casts emaciated with such repairx, replacements' or rnaimeast-1 Plans an administrative Live Cee equal to 20% of such cost. Despite the foregoing, Lemilord retains the rpt o maintain sed service the Grean Trap and to bill Tenant for the cost tlaaeof in the event Temaot fails to maintain or repair the Grease Trap with 24 hours alter telephonic notice from Landlord o Tenant of the reed for airy maintenance or repair to the Grease Trap. (4) RafturAla Prerolses. Landlord owns the rs"w mi - related personal Property totaled m the Premises as of the date of (reflectively, the "13l,tauraat execution of this Lease Persona property P During TeO1^ Tematht eba0 aaintain the Restaurant Pers PAY int good condition and repair and shall keep the Restaurant Personal Property Pmmue ! Megane fie from deterioration and waste. Tenant shall not replace any Landlord shall rioty during the Term willuoul Lattellonda prior written consent, Which um—Ombly withhold. Provided no Event of Default occurs under the Lease at any time Prior to Wer third (3"r) ataivenary of the Commencemrnt Dale, the Reswrmat personal TenantP-PcrtY shall other be deensed conveyed b Teamhaeuader without payment of any purchase pme by ( Payauemt of any transfer taxes or similar costa of con Tenant's request, Landlord shall execute and deliver o Tenant a bill of sale evidencing g s et tnnafer. Tenant hereby acknowledges and eai ra nt Pe ouch Property, if any, will be AS IS, WHERE IS ANID h oonve�nee of the Restaurant Personal WHATSOEVER NA WITfiOUT ANY WARRANTIES OF LANDLORD AND NATURE, EXPRESS OR IMPUED, IT BEING THE INTENTION OF EXCLUDE ALL WARRANTIES. INCLUDING. WITHOUT LIMITATION, THE IMPLIED ARRAN MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. A R AIS OF NTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANYDESCRIPTION OF THE PROPERTY CONVEYED HEREUNDER, OR 8Y ANY SAMPLE OR MODEL THER60F, AND ALL OTHER WARRANTIES OR CONTAINED IN OR CREATED BY THE FLORIDA UNn4MM COMMERCIAL CODE, (c) Sale of Akoholie rXtLgm. state and Vocal authorities shill obtain ail necessary licenses and permits horn the appropriate lizing beverages and shall deliver the rawuhch" and 80,10 to the public of alcoholic Obtain 1 copes of such licenses, and permits o Landlord, and (B) Tenant shall aquor liability insurance as required above and AW fianislr Landlord with certificates of such iawraece along with a written Obligation on the part of its insurance provider that it Will edify Landlord at kart 30 days prior to the enncellstion or a material change b such insurance Policy. (2) The sale of alcoholic beverages at tate Premises doll be conducted in atrict compliance with all applicable laws mules, and t julatlow gore beverages at the Prentiss. In toe event of a violation of this nM toe sale of t, T affl shall Immediately case all aka of aloohotic beveragesh Cth p Tenant, Team Lase permitting such ala shall be of rho Au lher Come or ef%etp�� and the provisions of this (3) Tenant shall defend, indemnify and hold herad ss Landlord and Its MPm8WWivts from and dgaimt all claim, demmdi. caR7e, of act' agents and and ludnt8 attorneys' fees in °ne• us, judgrrttmlla, saleof alcoholic bevera ) anY mY arising fmm or mining to the manufletere or 1 ger a due Ptentlaa imdodieg the liilure by Tenant o applicable laws, rules, raga rmP$' wti10 atry manufacture or dale of alcoholic � « ne m s requirements r0laed o lbs termination or beBe+h at the lttemins. This imdentoity Provision shall survive expiration of this Lease, RETAIL LEASE, Page 20 Z afsd '3syn 'IPd m as-O!1-odo-d s tmwy sP101sa P"—. aq wo Rats —V su!R2S xmpmo a p u! we aaaebf Jo .+,Ogmoa aqt (g) Pm 'vary ftgvaS JOopttO alis w Pxb - q*% MI"d aq [lags WOII pgoq!PPV a0 Waf mmuRN 0° (V) "M Nb— '* Mpmd alp jo wd sem vary *W -S mopp o aR A *• ftW feengaS d0OPw0 pis O! Llddg OMs .,. ilaF� (atOiserf'[W Pm a�lgO sl 4=XM Pug a A J. %opplivq ��g" f^ M) saama-d aqt jo oxm-xq m Pas 'Lomdno2o ,— 7e —.L m =I&- q" 2em7 sw -p- =somal Jo aolomlgO I1V (E) LIIaallbag aeOm m spq Lpsp v m panoma: aq IIaR galq+s ' �llsewaJ. 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Upon the expiration or termination of this Lease, the license gtmted in this Section 25(e) shall Wadi tc without (ixiber action by the parties. (f) ValetParkiee (1) Subject to the teems, ptovisiom and conditions of this Sgg4 25((L beginning on the date that TemaII opens for business so the public and throughout the Tam of this Lease, Landlord hereby grants Tenant a temporary, non.esclusive right and license (the *VdEt LIU= ), in common with Landlord, other umonts, octanpms, guests and invitees of the Shopping Caner and Premises to use the available non -reserved parking spaces located on the second floor of the paridng garage labeled "Retail Parking Garage• on Exhibit A Iw (the "Retell Purlins Go ) (and in no other perking arca in the Shopping Center) for the valet perking of the passenger automobiles of the customers, Quests and is ma of Teratic customers, guests and invitees during the hours of Temmes normal operatics, as provided herein (the "Valet IJeense HgSW). If a parking space is unreserved and it is Ihm being utilized by Landlord, mothertensmt or occupant of the Premises, or any other party authorized by Landlord, Tenant siail not inimlac with or disturb such use. Teams agrees to wilize the Valet License in such a msener as to not create ■ nuisance within the Shopping Center or to interfere with the operations of Landlord or any other tenant or occupant of the Shopping Center. Tenant hereby agrees that the Valet Lir etue is subject to the rights of all lemurs and either occupants of the Shopping Censer. The location, size, design, layout, and mate iab of the valet stand, valet driveway or aisle, and the valet xhpmge shall be sbjew to Landlords prior written approval and, upon such approval, shall be connmucicd at Tenam's sole cart and expense and in accordance with the ptovidow of Adkk 7 bcmf and all applicable Laws. The Valet License don ant include and specifically excludes, without limitation, the right to (a) part vehicles in any parking spaces designated as reserved spaces in the Retail Parking Garage, (b) park vehicles ovauight or otnenrise outside the Valet License Hoar in the Retail Parking Garage (c) allow anyone other than valet parking sslstdanYe to park vehicles in the Retail Parking Garage, (ti) park anything aha than vehicles of Te=a's customers, goats, seri invites in the Retail Pairing Garage, and (e) panic any commercial vehicles in the Retail Parking Garage (2) Latdford reserves the might to eevolm the Valet Uceme at my time by written notice to Tenant of such mevoeation (and no other action or notice by my party shall be retpmed for such revocation) in the even$ tat (a) Taunt is given written notice of any failure to comply with the terms of this Section 25(fl sad, thereafter. Tenant fails to cure such noo-canpliance within ten (10) days after notice from Luflocd of such non-oomplianee, (b) the applicable municipal authority alvisa Lam ord slut the Valet Liccrm is not permitted for cry reason, (c) an Event of Default occurs hereunder. Upon the expiration or termination of this Lease, the Valet License shall terreinste without further action by the parties, or (d) Landlords lender notifies Landlord that the Valet License must be revolted (3) All obligations of Tenant under this Lease with respect to Tesnents tree, occupancy, and maintenance of the Premises (inciuding, without limitation, Tent's imwmmce and indemnity obligations, surrender obligations, obligations to operate and use the Valet License in compliance with all applicable Lawn, and obligations to keep the arse used in connection with the Valet License clan, safe and Gee from dekrioration and waste, in each ease as may be supplemented by this Soh 25(n shall also apply to the areas of the Shopping Center (including areas within the Retail Parking Garage) used by Taanx in conwation with the Valet Liocaae as if such areas of the Slopping Center were part of the Premises, except that (A) no Minimum Ram or Additional Rent dull be payable with respect to such area of the Slopping Center, and (B) the number of square feet in such areas of die Shopping Carter shall not be included in ealwrlatlng Tenant's Proponioaete Share. (4) Tenant may ant coign, sublicemme or otherwise uarsfor any of its rights under this, without the express written consent of Landlord. Sudo consent of Landlord Mail be required with respect to both the ideatity of the assignee, sublice+see or transferee std the terms and provisions of any agreement between Tenant and such assignee, sublicensea or transferee. Without lisaiting Landlord's right to consent to any such agreement, Tomtit hereby acknowledges and agrees that any such agreement (A) shall contain no room rights granted to Tent, and nn les obligations imposed an Tenex, as provided for in this Sm mm 25(n and (B) shall be hmimble by Torten on ant nes than thirty (30) days' notice and vrkhout the payment of any termination tees or penalties, sed upon the expiration or earlier eennination of the Lure or Valet License, Landlord shell have the right to terminate such agreement an behalf of TatarL If LanOW consents to any such assignment, sublicense or transfer, my fees paid by wen thbd party valor to Tenant shall be paid to Landlord within ten (10) days of Tenstt's receipt thereof as Additional Rent hereunder. RETAIL LEASE, Page 22 (3) (A) Tenni shall obtain all necessary licenses and permit, from the appropriate scams -1 local sutborpia -PkW - —0"Xi on with the Valet License and shall deliver copies of smoch licenses and permits to Landlord, and (B) Tent alsll obtain W-- related to vale( PaFki3kg a required above and shall flnnish Landlord with artirmalm of auob innaraace along with a written obligation m she part of it, ia+oran ee provider that it will notify Landlord at Lest 36 ways prior to the cancellation or a materiel change to each immnulce policy. (6) The uft of the Valet License by Teoant and any permitted assiUmv, sublkmasee or mmferee) (each, a'Vakt PatW) and collectively the "Valet PamyW) shall ba at each such Valet Party's sok risk and expense. Without limiting the generality of the foregoi®g. 'team ackm0wieCIM on behalf of each Valet Party, that Landkwd will not be insuring any vehicles (or the couec 0 thereof) Or any other property brought onto the Pmnim or Shopping Center, nor will Landlord be providing lecatity Boards to patrol Or other aecudty ft=wnx for the Premises or Shope M Center. Notw$Mmedin l _ydng herein to the contrary, Tenant expressly sclomowledges and agrees, on behalf of aeb Valet Party, that Landlord 8111111 lave oo IiabiNly for and mWessly waives all IWi1Y of Landlord with regard to (A) the acre or omissions (bwbxUn& without limitation, n Bent acre or Gihoe b so. intendmw mbeoaduct or criminal miscoodoet) Of any other Party and (8) soy property damage. Emelt, destruction, loss, loss of On or injury to Persons or property which might am, On the premises or in the Shopping Center of oa a result of or in connection with the packing of vcbklm in the Shopping Center (including in the Retail Parking Garage) or the use of the Valet Lien w by say Valet Party, in ark ease r Mrd whether the .r JMdjjwd causedr�_ of aP "I — V - the ft - - T6ia Se�tionSsetion 25Aflfm rxpintioe or antimer tetmi11atioa of this Lease. (7) Tenant shall, and hereby expressly agrees to, lndemdry and bold hramiess Laodtmd and all parties chiming by, IMough or under Lendlord and their M Pwdve otrrcas epPlov° partners, shanehOkkM tneareers. Owners, operators, maagexs, contractors and agents (aeb, en died 1'artr" and coUectivc1Y the ">d�tsRkd Parties") from any Lan wift oot of or W20mdabie to, ocerariog, resulting tion, or in any pay related to, dimly or indirectly (including, widwo limitation, an Wmies of data llm incladmg death, to persons or ply), an use of the Velar License by may Valet Party (and/or my of emir agents, aarioms, guests, ateBomers or invitees) or the perfonaaee by any Valet Pang Of any of its right, or Obligations hereunder, evm if such Lusa is caused or alleged m be caused by the aegligmroe or fault of any Indet—fled Party (other then a Loan wisiq from the sok or gross seghMee or ,gful miaeunduet of any IndetuWf1cd Party) and/or is bared or alleged 10 be bmmW upon dw aariel Uabllity Of any Indemnified Patty. THIS I morrY IS INTvllnitn Tn nwnv.a...Q., We expiration or DARER OF PAGE INTENTIONALLY LEFT BLANK] RETAIL LEASE, Page 23 LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANTS INTENDED CONMERC1AL PURPOSE, AND TENANTS OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PRUGSES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND. SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below but for refaence purpoea, Ibis Lase shall be dated as of the date fuel above written- If the execution dale is left blank, this Lease sball be deemed executed as of the date first written above. LANDLORD: CH REALTY VIS-PSRBG BOYNTON REACH LAS VENTANAS. LI -C, a Delaware limited liability WITNESSES: company -- By PSREG Lea Ventaaas, LLC, Primted Name a Georgie limited liability company, its managet Prioted Name - — By: Pollack Shares Real Estate Group, LLC, a Gear0a limited liability company. its mmmager Name: Title: TENANT: Printed RETAIL LEASE, Page 24 Title: President Sr. LANOLM1D AND TMVJrr �T ONLLAM ANY VAKAD WARRANfT TMT Tai IRariiB AN QrAKE WR TaWIrS NMa COIrcLA%L �alOw. AM IIWAA S ORIXMNBt 70 MT Rlfrllt0aWMU NDI 0114frU Wm OOIRNIION OFTaL � OR TIa FMIF00IMNB BY LANDLORD OF n3 ORLEMINSIS a1, AND. RaatT AR Qln■INaY RNfRrII.T PROVEND NI MK MW INALL ODNr1Nla TO PAT TDF Rafe ping= ANA70MT, 00"M SMW OR DMDUC K NOMTfMrrAM D ANY RRBAC R RT LA MLORDO►nBMMMOROKAOAMMUMMMO 74w1D2nmwR oRw un UALs bawoodwft"' drm.rRAidM%bairisFgmRibLe giber `Ar.l...f/rieeiet.bseswisa Kis�rl�irbYRli�iYLaei9bA°s�taiRed°c eti.Aer ire woes ebmn IAIiRLORb f>y RRALTYVOfree>Ofi ROlNTOII RRAR7N Le�E WZRrAWA—_ mnfrq 6[.0 sOriweee4ebABelily Ry PSRRD Lea Wste�q LLf:, e e�r.B.Hdierlif��. Mad Mom Rx fri.se � u.� b NNs¢ e� 7111 N TRNMfrt L MAIL LEASIL fess 24 This Eahft is attached to this Lem eoiely for tM purpose of bcsting the Premises within the shopping center and depicting the VmwW layOut Of the shopping Center and andl not he deemed to be a reprtsmatinu, wwremy or agreement by Landlord as to muy information dfown heeoe or dot the shopping Center or stores be exactly of indicated hansom fOON TO CONE a111CT10N41 110"401 EXHIBIT A. Outline of Premises - Page A.i Q -L 1R SEAjRL( RgA EXHMrr A-1, Outdow Sooft Am i. Pap A-1 F--------------------�--------�---------- � <5 | | � � Mmm.mm SOUTH PATIO BREEZEWAY EXHLBII hs All of Las VewArmr according to the, plu thereof as recorded is Plat Book 110, Page 89 and 90, Public Records of Palm Beach Counry, Florida. EXRlBrf B, Description of Shopping Center - Page B-1 "MERIT C Lai :131.1-11 ► W COUKI I. All expenses welled 10 the ownership, operation, maintenance. management (including management feesF, equipping, repair or security of the Shopping Caner, including salaries, taxes, instvance, and enVoyft bewfiw 2. All supplies and materials used in the operation, maintenance or repair of the Shopping Center, including any exterior landscaping and holiday decorariom 3. Costs of utilities for the Common Area of rhe Shopping Cenrw, including the cost of water and power for heating, lighting. air conditioning and ventilating, and operating fountains; ®. All expenses related to the repmr, service, or maintenance of the Shopping Center and the equipment therein, including roof repain and replacement, window cleaning, plumbing and electrical repair, HVAC and sprinkler syatgm maiategenee and repay, signage maiateruace and rrpair. peat caruroL plate glass repair and replacement, elevator maintenance and janitorial service, 5. AU capital expenditures related to the ownership, operation, maintenance and repair of the Shopping Center. including those incurred to effect a reduction in the operating expensce of the Shopping Caner or which relate to a capita item installed purannt to nay law, =serves for replacement of capital items god depreciation of machinery and equipment wed in connection with the Shopping CeMer and its maintenance; and 6. Coss of cleaning, moping, snow and ice removal. painting, policing, providing security (if landlord elects to provide security), fire protection, drainage, striping. repair and replacement of parking surfaces, and of complying with Laws enacted or efferxive after the date hereof (or interpretations hereafter tendered with respect to any exis ft Law). EXWBrr C, Certain Common Arra Costs — Page C- I UHMIT ID TENANT FINISH -WORK: ASIS Tend hereby accepts the Promises in their "AS -IS" wudkbc , wW landlord shall have no obligation to perform any work therein (including demolition of any improwmm Lwating therein or construction of any mom finch -work or other improvements therein), and shall not be obligated to reimburse Tenant or provide an allowaoce for any costs related to the demolition or construction of improvements therein. Before Tenant may occupy the Premises to conduct its business therein, Teaaat shall, at its expense, obtain and deliver to Landlord a certificate of occupancy from the appropriate governmental authority for the premises. EXHIBIT D, Tenant Finish -Work: As -Is - Page D-1 FXHFBIT E-1 BuRding, Window and Door Slgnage 1. Wall signs to be internally -illuminated cabinet signs with "push Uwe" graphics and decorative rooldingslembellishments per Art Sign Company drawing #09-07-06-247, Sheet iW (front sigma), and drawing M9-07.06-247, Sheet 86 (rear signs). 2. Sign cabinet depth to be 8" excluding 3. Front sips to be a maximum of one (1) square fool per fincar foot of storefront base space, square footage calculated exclusive of moldings/embellishments. 4. Rear signs to be a maximum of one-half (0.5) square foot per Imear foot of storefront lease space, square footage calculated exclusive of moldings/embellishments- 5. Moldmoembellishments fabricated from I' thick Siotra brand PVC. 6. Sign cabinet fabricated ftom heliam-welded aluminum angle internal flame with external .125 aluminum fare and sides. 7. All graphics computer -ratted into aluminum We with matching computer -touted %' thick clear acrylic inverted into the routed ahtmimmx voids in the fixe, creating a 'Push - W appearance. R. 3M brand N3630-33 red ttanalucem vinyl graphic fibn to be applied to the faces of the 'Y." acrylic "push -AM" graphics. 9. Tetumt graphics to be in the font of the tenants' choice. 10. Logos arc not to exceed 20% of the sign face area. 11. Aluminum sign face and sides to be in texturized stwoo-like finish Sherwin-Willierns #6140 Moderate White, 12_ Sintra brand PVC moMingslembetlishments to be in teaturized smcco-like finish to tmtcb brown paint of building trim. 13. Internal illumination from High Output Boorescent lamps and ballasts with all wiring in U.L compliant conduit and raceways concealed within the sign cabinet. 14. An fabrication, installation and wising to meet or exceed all applicable building and electrical codes and all U.L. requirements and specifications. 15. Window graphics may be black or white die -cut vinyl lettering only. Any window graphics should be limited to a maximum of 6 inch toll lener®Q and limited to no more than 109b of the door and out adjacent window surface of airy term . 16. No sign shall be installed without written lardlord approval, City approval, and permit 17. No signage is to be allowed an awnings. 18. Slacked font is allowed, permitted that stacked copy wig fn within the designated sign bagel and will not appear crowded, look inappropriate, or out of scale and character with adjacent signage. EXHIBIT E-1, Sign Criteria - Page E -I -I Prohibited Skim A. Animaied/fiuttermg signs B. Balloons C. Bus beach signs D. Festoons E Flashing sib F. Roofsigns G. Rotating sign H. Signs that swing 1. Sidewalk signs (sandwichrA` line) I Portable signs K- Exposed— tubing signs L. Signs that obstruct fire ingress to or egress fiom a door, window, Bre escape or other required exit of cat. M. Snipe signs or signs attached to or painted on fire escapes, wlevizioa amerntas, satellite dishes, utility poksa or any other associated structure. N. Signs which emit odors, sounds, satohe, vapor or other viable matter. Q. Unauthorized signs on property owned by or under control of the City of Boynton Beach. P. Banners (unless approved pwa ant to Chapter 21) Q. Off premises sign, except them petn¢itted under Chapter 21, Article III, Section 6 (Special Signs) or Chapter 22, Article 11, Section 7, Paragraph O (Neighborhood Identifieatimn Signs). R- taxied or ilhminaled sights in residential zoning dienticts, except that in a development where models are being demonstrated, an iffasaLmod &Wt. meeting the other requour me of this chapser, may be used provided ao illumination is shown between the hours of 9:00 p.en and 7:00 am. the following day. S. Bal boards T. Aia►gcometric signs shaped to depict figures or daamtatntive shapes used to attract attention to thu busiom activity with which the sign is associated. U. Painted wall signs V. Pylon sights W. Any odor sign phob➢biwd by t$e City of Boyntoo Beet EXHM[T E-1, Sign Criteth Page E-1-2 I -Z-3 *ftd - asaMS P-Gx'dY-aJd °Z-3 J.III[ X3 k� PaJF�oy,frlm"I.. 2' PENETRATIONS REVERSE CHANNEL NON -ILLUMINATED . .090 ALUMINUM 51DEWALL5 • . • • . CONCEALED MOUNTING CLIPS .125 ALUMINUM FACE LINE OF EXISTING WALL WELD CORNERS & EDGES ° SANDED SMOOTH a ~ D DRAWING �� 4 81250A SHEET Pe:6et,s�aa+++ Ai- 1 FAX: 56+-274!006 OF 03 SHEETS i' • . " •••••••••BACIAMi BOYNTON BEACH, FLORIDA •� '• DATE SCALE • •• .w "� 2' PENETRATIONS REVERSE CHANNEL NON -ILLUMINATED . .090 ALUMINUM 51DEWALL5 • . • • . CONCEALED MOUNTING CLIPS .125 ALUMINUM FACE LINE OF EXISTING WALL WELD CORNERS & EDGES ° SANDED SMOOTH a ~ D DRAWING �� 4 81250A SHEET Pe:6et,s�aa+++ Ai- 1 FAX: 56+-274!006 OF 03 SHEETS DRAWN BY •••••w•••••w• • . " •••••••••BACIAMi BOYNTON BEACH, FLORIDA •� '• DATE SCALE • •• .w "� 2" PENETRATION5 REVERSE CHANNEL NON -ILLUMINATED o .090 ALUMINUM 51DEWALL5 CONCEALED MOUNTING CLIPS .125 ALUMINUM FACE LINE OF EX15TING WALL WELD CORNERS & EDGES It SANDED SMOOTH " ► a DRAWN BY — DRAWING i ....«....._............�3A�IAM I IAD 1612508 DATE SHEET SCALE BOYNTON BEACH, FLORIDA PHONE; 561-V&9111 A®.i FAX: 561 -874 -SM OF 03 SHEETS SHOPPING ggNTER RULES AND REGULATIONS The following rules and rergulatioos shall apply to Tenant's use of Premises and the Shopping Canter, and the appurtenances thereto: I. OPEIRATION. Tewam Shall conduct fig business in the Premises in all respects in a dignified manner and in accordance with high standards of store operation and diet of a first-class slopping tester. 2. BUSINESS HOURS. Tenet will remain open for business Monday ugh Sunday from 4:00 pan to 8 p.m , plus any additional haus for the Shopping Carter as set by the Landlord from time to time. Tensa may also remain open for any additional hours desired by Texan, subject to Landlord approval 3. WI M TREATMENTS. No potions, draperies, blinds, shades, window tinting, or satens shall be attached to or hung or used in connection with any window or door of the Premiss without prior consent of the Landlord. Curtain, draperies. Miotic, shades or scroem mug be of a quality, type, design and color approved by Landlord. Further, all draperies, shades or screen shall have a natural color or fabric facing exterior window views. 4. DEr_tVRRtFC All deliveries or shipments of any kind to and from the Prestises shall be made m a ne miv directed by Landlord with no exceptions. Failure to abide by this rule could result in a Ere by the applicable gwarnisg mutucipality, and Tenant stall indemnify and hold Landlord hsmdess from and against any coats in connection with Tensa) s violation of this restriction. Loading and unloading of mathandlee, supplies aid other goods, shall be made only by way of the rear of the Premises at a location designated by Landlord, and only at such times designated for mach purpose by Landlord; trailers amdlor trucks servicing the Demised Premises may only park in portions or die Shopping Center designated for march purpose by Landlord, and only while actively lactim Wdoading. In no event may any trucks be parked in a manner which may interfere with the on of the Cannon Arm air any pedestrian or vehicular access- 5. ccexS. RADIO TELEVISION. EXPFRIQR NOISE Except as eapresly permitted by ScWmu Kc1B) of the Lease, no radio. telemoo, phonograph or other devices, or avid attached thereto (aside or outside the Premises) "I be imlalled without first obtaining is each instance the Landlord's written consent; and if such consent be given, unless otherwise approved, no such device shall be used in a maamer so as to be heard or seen outside of the Pmmism and no advertising medium shag be used which can be seen, heard or experienced outside the Premises, tickling, but no limited to, noshing lights and scachlights. If any live music is played in the Premises, same shag be performed in a ttsannmer so as not to be heard outside of the Premises Any nightclub shall ustail sound attenuation mmerials gVroved by Landlord imide the wells and ceilings of Premises. 6. ALIAS ADJOINING PREMISES. Tenant shall keep the: areas immediately adjoining the Premises in die front and at the rear of the Premises, including any portion of the Common Arm where Tent is given the right to use for a sales or service area, clean and fire from dirt and rubbish, and Tenant shall not place, suffer or permit any obstmcdow or property in such oras or in any area outside of the Premises. Notwithstanding the foregoing, Tensed shall have the right to neatly store in the Outdoor Seating Area the tables, chairs. umbrellas and other furniture used therein, so long as such items are stored in a manner that does not impede pedestrian traffic. 7. MAIt1lFAlANCE Tenant will Maintain the Premises at its own expanse in a clean, orderly and sanitary condition and rice of unreasonable odors, insects, rodents, vermin, and other pegs; will not burn or permit undue accumulation of garbage, trash, rubbish and oder refuse, and will remove the same from due Premises to conq%actors or other teceptadex provided by Laedlard, and will keep such refise in proper containers on the interior of the Pren ises until so removed 6om the Pteoisea Tenet shall keep die easy and exit ways immediately adjoining the Premised edeas and shall not p1m or permit any rubbish, obstrection or merchandise in Such arms Tenant shall break down. Ream or otherwise condense all boxes and trash placed in any bush receptacle. Notwithstanding ahe faregoiog, Teutaat at its eapemse shall male special arraorments, which meg be aaepxable to Landlord, for the collection, storage and removal of any grease, ails, fats, renderings, foods. or similar waste all or which shall be carried and to dragged to the appropriate disposal facility. mad shall nes place sa in any oompacwms or eider trash neoeptaeiea for the Shopping Cerner or in the sewer system of the Shopping Cater, or in EXK MFT F, Shoppin Center Rales and. Regulations - Page F -I the alternative Landlord will have the tight to remove same and charge Tenant for all tests associated therewith, which shall be paid within ten (10) days after written demand by Landlord No such waste materials shall be removed from the Premises in any leaking bags or comainers, and if any such waste materials spill on any portion of the Common Area same sMU be immediately cleaned up by TesamL S. STORAGE Of ARTICLES OUTSIDE PEt_EMISES. Except as otherwise expressly permitted by Section 25fel of the Lease or in this Exfiibit, Tenant wM not place or maintain any merchandise, vending machines or other articles in the vestibule or entry of the Premises, on the footwalkn adjacent thereto or elsewhere on the exterior thereof. 9. USE OF MWAs OUTSIDE PREMISES. Tema will not use, or permit to be used, the [culls or sidewalks adjacent to the Premises, or any other space outside of the Premises for the display or sale or offering for sale of arty merchandise or for any other business, occupation or undertaking, unless permitted by ImWkxd in writing. 10. NO SOLIMATIONS. Tenant will not use or permit the use of any portion of the Shopping Center or the Premises for solicitations, demonstrations or itinerant vending, or any activities inconsistent with reasonable standards of good Shopping Center practice; Tenant and Tenant's employees and agents shall not solicit business in the Common Area, nor shall Tenant distribute any advertising matter on automobiles parked in the parking area or other Common Area without Landlord's prior written consenL 11- PLUMBING FACII-MES. The phmmbing facilities within or serving the Premises shall not be used for any purposes other than for which they were conumcicd, and no foreign substances of any kind dull be thrown therein Damage resulting to srry such fixtures of appliances tom misuse by Tenant or its agents, employes or invitees, shall be paid by Temm. 12.E,��fsL QR LODGyING. Tenant shall not use. permit or suffer the use of any portion of the Premises as living, sleeping or lodging quarters. 13. EXCESSIVE FLOOR LOADS. No lend will be placed on any floor of the Premise which exceeds the floor bad per square foot area which such floor area was designated to carry. 14. VIBRATION AND NOISE All mechanical equipment and machinery in or serving the Premises whll be kept free of vibration and noise which may be transmitted beyond tie confaes of the Premises, and, to the extent applicable, Tenant will provide sound barriers for Tenant's roof-top HVAC system to the extent required by any environmental or other law, Wile, regulation, guideline or order. 15. ODORS. Tenant shall not came or permit strong, unusuwl, offensive or objectionable noise, odors, fumes, dust or vapors to emanate or be dispelled from the Premises; provided tat odors that we typically associated with Italian cuisine and a pig oven shall be pemtiued. 16. LIVE ANIMALS. No live ancoals will be kept on or within the Premises. 17. EXTERMINATOR SE ILVICE Tenant must have the Premises serviced by a pest exterminator approved or selected by Landlord at least once per maxoth (once a week if Tenmt sells food or beverages within the Premises) at Tenam's expense. Landlord, at its option and from time to time, may, at the expense of the Tenant, employ a pest exteradnadoa contractor to service the Prernisea at such intervals as Landlord may require, and Terms shall permit said contractor to enter the Premises to perform pest extermination services. 18. FIMR COVERIPIG. Tenant shall not lay linoleum or other similar floor covering so that such floor covering shall come in dbw contact with the floor of the Premises and if linoleum or other similar floor covering is so used, an intediner of builders deadening felt shall first be affued to the Door by paste or other isterial soluble in water, so that such floor covering may be easily removed. The use of cement or other similar material is prohibited. EXHIBIT F, Shopping Center Rules and Regulations — Page F-2 19. O No snomobiles, trucks or other vehicles alta), be stomal on the Shopping Center, or may be parked on The Shopping Cerner which we put cop" of beim tart, m,W,E their own power. Teatant and Tenanes employees stall park thea ars only is those portions of the packing ares designated for those purposes by the landlomL landlord has and rooves the right to ghee she aocdKKk used to control pairing and the right to establish such controls and mks slid xeptdations (such as perking stieloets to be affixed to vehicles) regarding Pwidna that I aadlord deesm dmk*k. Without liability, landlord will have do right to tow or otherwise remove vehicles improperly parking, ldoejgng ingress or egress lana, or violating pooling rules, at the expense of the offending tenant and/or owner of floe vehicle_ Landlord shall mx have any iishility, on account of any loss or damage to spy vehicle or the contents thereof. Tenant hereby agreeing to bear the risk of loss for same. In the overt that the Teams or its employees fail p park their cats in dtxigaaled paidttS ueas as aforesaid, then the Landlord, at its option, may without touting its right to other tow or have such vehicle removed, elect to "boot` such vehicle and/or charge Team wt 010.0131) doUaa per day or partial day per car pig in any ares ether than that designated for employee positing. Tenant shall indoor aW. hold and save harmless landlord of any liability arising from such lowing or boating of any vehicles. This Paragraph 19 dwH be subject to the tams and of of the Lease. paovfsom 20. ADVERTISRU AND PLQUOIJONAL M&Umar c Teomt will not display, paint or awe to be displeyed, painted or placed, my hosdbilh, bumper stick= or other advertising or promotional materials or devices on any vehicle panned in the Pricing area of the Shopping Cenw. whether belonging to Teoput, or to Tenant's agents or employers, or to my other person; will rpt distribulq or cause to be distributed, in the Shopping Ceuta, any handbills or other advertising device; and will ant conduct or permit any activities shat might comtitute a ttuissim or unreasonable sauce of amoyl one to other tenants of due Shopping Center or their automem 21. DISPLAYS AND RLUNAUM. Tcww shall Dot place, suffer or permit displays or decorations on the sidewalks outside of the Permian or on of upon any of the parking or other portions of the Common Area. Additionally, Ti oma shall pot place or Permit Io be placed only seaa ting areas outside of Ute Pnotlsce a anywhere within the Common Aro without the express prior written consent of Landlord. No signs, advertisements or notices shall be painted or affixed on or p any windows or doors or Otho part of the Shopping Cater without the prior written corona of Landlord. No mils, books or screwy shall be driven or inserted in any part of the Shopping Canter except by Shopping Center mains atanoe personnel. 22. HAZARDOUS MATERIALS. Tenant's R NnMm: Tenam shall not cause or permit to ower: i. any vfoistion of my federal stale, or local law, ordinance, lir regulation pow, or haeatter enacted, related to environmental conditions on, under, or allow the Premises or arising 6om Tenant's use er occupancy of the Pranhm itreludiag, but not limited to, soil and pound warn conditions or ii. the use, gaxeration, release, ma &c aM refining, prodaotiaa, ptocessmg, storage or disposal of any Hxwdow Material without Laodiad's prior written Consent, which consent may be withdmwa, conditioned, or modified by Lmdlad in its tole and absolute disc rNioo in order to insure compfkwe with sl lav applicable "{ g" (Immmader defiveA as such Laws may be enacted or amended frog; time to time i. Tenant stall. at Teptut's own expense, comply with all kwa rept utint the: erre gmemlion, storage, transportation, ordispona ofHazQdaa Materials (%UW). ii. Tenant shall, at Temonty own expense, make all submissions to, provide all information requited by and comply with all requirements of all governmental emhorifies under the Laws. HL M—M spy governmental anthoriry or any third party demand that a cleearp plan be peel"Ied, Ud a cleanup be undertaken bee mss of any deposit. spill. discharge, or other release of Ilaaedmo Materials 1W cereus during Ute tam of" lease, at or from the Premises or which arises at any time from Tenant's EXHMIT F, Shopping Coulee Rales and - Page F-3 use or occupancy of the Premises, then Tenant shall, at Tenant's own expense, prepare and submit the required plans and all misted bonds and other fwocai assurances and Team shall carry out all such cleanup pians. C. Tenant shall promptly provide all Information regarding the use, genaatim, storage, traarpt nation, or disposal of Hazardous Materials that is required by Landlord. d. if Tenant Fads to NO any duty imposed under this Paragraph within thirty (30) days following Landlords written request, Lamdkord may proceed with such efforts and in such case, Tenant shall cooperate with Landlord in otdrtr to prepare all documents landlord deems necessary or appropriate to detemrine the applicability of the Lows to the Pmasioes and Tenant's use thereof and for compliance therewith and Tenant shall execute an docametMs promptly upon Landlords request and any expenses int - ,t I by Landlord stall be payable by Tenant as an additional anL No such action by landlord and no attempt made by Landlord to mitigate darmges under any Law shall constitute a waiver of any of Tenant's obligations mdrr this Paragraph. e. Tenanes obligstiom and liabilities under this Paragraph 22 shall survive the expiration of this Lease. 23. MCIDEWT NOTIQ Tenant shall give to Landlord prompt written notice of any accident, fire, burglary, theft, or dwage occurring on or to the Premises. 24. USE OF COMMON AREA Except as otherwise expressly permitted by Section 25(e) of the Lease, the Common Area shall not be obstructed by Teneat or used for purposes other than parking, ingress and egress to and from the Prennita and for going from one to another part of the Shopping Center. 25. LOCKS. Landlord shall provide oil door lode in Tenem'e Premise, at the coat of Tenant, and Tenant shall not place soy additional door lochs in the Premises without Landlords prior written content. Landlord shall furnish to Tenant a reasonable mmilm of keys to Tenants Premises, at Tetrant's cost, and Tennant shall not make duplicates 11aeor. 26. OPERATION OF MACHINERY. No machinery of my kind (other than normal office equipment) shall be operated by Tenant without Landlord's prior wdttcn consent, nor shall Tenant use or keep in the Shopping Center any flammable or explosive fluid or substance. 27. LOST ITEMS. landlord will nue be responsible for lost or stolen personal property, money or jewelry farm a tenant's premisa or public or eonmtoo areas regardless of whether such loss occurs when the area is locked against entry or not. 28. VENDlNO MACHINES. No vending or dispensing machines of any kind may be maintained in any leased premiaa without the prior written permission of Landlord. 29. PLSRUFnVE ACTIMEM. Tenant shall not conduct any activity on or about the Premises or Shopping Center which will draw pickets, danonstrators, or the like. 30. OFF-LIMITS AREAS. No tenant noy enter into phoae moms, electrical rooms, mechanical roams, or other service areas of the Shopping Center unless accompanied by Lamdlad or the Shopping Center menages'. 31. U XEGAL /L>w!SAFE ACTJMMU. Tenant will not permit any Tenant Party to bring onto the Shopping Center airy handgun, fitearto or odxr weapons of arty kind, illegal drugs or, unless expressly permitted by Landlord is writing, alcoholic bever"m E) H[BIT F. Shopping Cenier Rules area Regmladous - Page F-4 EXHIBIT G C�s3►1 �I;i'751, � t s u' i� ' � _ �, /TFIVAMMADD UMI Re: Lente Agreement (the JAW) dated . 201_, between CH REALTY VII-PSREG BOYNTON BEACH LAS VENTANAS, LLC., a Delawwe limited liabWty company ("Lague ), and STEVEN PELLEGRINO, an individual ("Teruel"). Capitalized terms used herein but not defined shall be given the meanings assigacd to them in the Lease. Ladies and Gentlemen Landlord and Tetaat agree as follows: 1. Coadit[on of Prernixi Tenant has accepted possession of the Premises pun u mt to the Leas. Any improvements required by the terms of the Lease to be nude by Landlord have been completed to the full and complete satisfaction of Tenant in all respects except for the puochliel item described on FAhMLA hereto (the `Pnnchlist llaots"), and except for such Punndnlist Items, Landlord has fulfilled all of its duties under the Lease with respect to such initial tenant ioproverneots. Furthermore, Teams sclanowiedges that dvL Premises are suitable for the Permitted Use. Commencement Dote. The Commencement Date of the I ems is _ _ 201 3. EmAndari Date. The Term is scheduled to expire on the last day of the _ _th full calen d" month of the Term, which date is .201__. 4. Contact Pamn. Tenam's txrnlsa person in the Premises is: Stevcn Pellegrino, Sr. 630 Anchor Point Delray Beach, Florida 33444 Telephone: i _ -- Telecopy: _ _ _ 5. Radfintlen Tenant hereby ratifies and confirms its obligations under the Lease, and represents std warrants to Landlord dot it has tiro defames theMo. Additionally, Tenant further confirms and ratifies daL as of the date hereof, (a) the Lease is and remains in good standing and in full forte and effect. and (b) Tamm has no claims, counterclaims, ad -offs or defenses against Landlord arising out of the Lente or in any way relating thereto or arising out of any other transaction between Lrdlord and Tenant. 6. w. Except as modified hereby, the Lease steall remain in full effect and this letter shall be bmdtng upon Landlord and Tenant and thee respective successors and assigns. If any is y exists or arises between the terms of iii. letter and the terns of the Lease, the term of this later shall prevaiL This letter shall be governed by the laws of the state in which the Premises are located_ Please indicate your agreement to the above tatters by signing this letter in the space indicated below and rearming to executed original to us. FKHMIT G, Confirmation of Commencement Date - Page G-1 Sincerely, CR REALTY VII-PSREG BOYNTON BEACH LAS VENTANAS, L..L.C., a Delaware limited liability company By. PSREG Las Ventanss, LLC, a Georgia limited liability company, its manager By. Pollsck Shoes Real Estate Group, LLC, a Georgia limited liability company, its nonager Name: Title: Agreed and accepted: BACIAMI, INC., a Florid�corp"or_ma;"Won By - Steven Pellegrino, Sr. Title: President EMIBIT G, Confirmation of Commewersea Date - Ptd G-2 ,.1 :4���:;• Please U sEn Ray pumddi A items that rcmmi to be pufmrwd by [und9onk If w items ate listed bdow by Tenem, none "be deemed to exisL EXHIBIT G, Conf nmtion of Com®enoemem Delle - page G-3 EXHIBIT H t I.L1Ll t y7! The undersigned is the Tenant under the Lease (defined below) between CH REALTY VII-PSREG BOYNTON BEACH LAS VENTANAS, L.L.C., a Delaware limited liability company. as Landlord, and the undersigned as Tenant, for the Premises in the Shopping Center lowed at B-1411-1419 S_ Federal Highway, Boynton Beach, Florida 33435 and commonly (mown as The Shoppes at Les Ventaoes, and hereby certifies as follows: 1. The Lease consists of the original Lease Agreement dated as of 201_, between Tenant and Landlords predecesaor-in-interest] and the following amendments or modifications thereto (if tone, please state "none"): The documents listed above ane herein collectively referred to as the "Lease' and represent the entire agreement between the parties with respect to the Premises. All capitalized terms used herein but not defined shall be given the meaning assigned to them in the Least: 2. The Lem is in full force and effect and hes not been modified, supplemented or amended in any way except as provided in Section I above. 3. The Team commenced on and the Term expires, excluding any renewal options, on . 201 and Tenant has no option to purchase all or any part of the Premises or the Shopping Centex or, except as expressly set forth in the Lease, any option to terminate or cancel the Lem. 4. Tenant currently occupies the Premises described in dee Lease and Tenant has root inn (erred, assigned, or sublet any portion of the Promises nor entered into any licease or concession agreements with respect thereto except as follows (if none, please state "none"): All mombly iusWbseats Of Minimum Rent, all Percentage Rent, all Additional Rent and all monthly roatallnoema or estimated Additional Rem have been paid when due through The current monthly installments of Minimum Rent and Additional Rem are: Minimum Rent f Common Ates Charge $_ Retail Area Expenses $-- Total _ Total c 5. All conditioner of the Lease to be performed by Landlord necessary to the enforceability of the Lease have been snuffed and Landlord is tot len default the reunticr. In addition, Tenant has not delivered any notice to Landlord regarding a default by Landlord thereunder. 6. As of the date hereof, there are no existing defenses or offsets, or, to the emdersigneds knowledge, claims or any basis for a claim, that Ute undersigned hay against Landlord and no event has occurred and no condition exists, which, with the giving of notice or the passage of time, or both, will constitute a default under the Lease. EXHIBIT H, Form of Tenant Estoppel Certificate - Page H-1 Z H eked — M-g!w0 Pddsts3 ttww•L JO -0-4'H .LIHIEM teap!said :a it ��S '��Iiad upas :Ag u®!ta�ad+°a epuat3 a ''OteII `II^Qb�AO9�� ^l�t'YPI�l J° ie Patnaorj *AvadQW q= m sa "Mm am *+lsmgs!p jo aoglpum a sl ataylµaa slgl Jo a Aq tdtiiioi la p put tad=jo mq q'm 8UR— J° AUadad aqt 8au!�as �o awl xao a 3untem ao rept -R Hsucmgc fi W Up Pa nMW stwmatM alp ood C20JA,pu a,,m q 11N+ Mmpmd a uz»dtmd do aaso>ly°m-p-dto+d q*- -Azo-Azows t M Umpl 'Y V"Wn l W9t '�wq= Pu- WP= put SIMM a+p�adwu � pat hawsq=W a%psadma jo a�vw a�upadsoad t of ,o a 402"Ow S-P-IWe7 'PMFWI w pma' w aq Atm atminwo 126003 slat I"-aIMMOPI e mm, IN m Pled =N anaq slaws ymnu%oxbn WMM Asa qqm oogomam m ataa7 afi J -Pg padsap of anP l7OMU011e 1— Ile pug MO.—p- efi 6q Peldaaot oaag --q taw awl an V. sa e u! PtatJOa U" s -q a l MVs„ MPw Wwl dq p uwj=d aq ol ima mamwaaau meg, VV t l 6OV3OVt°aa +°lmr 3i°lam a,auw ass) "Wolio l° 23WO MP J° uonalnftA ANO uottad e a (I 'S'fl `Id►ooJ =>a*Y a8laa° j e ! ,�°O [wlwlq Paladf!wp n.mngp jo ,Je°Ol1eD[ Pa Q All-!aadS. ' q pau°ddnc m Pa1t wuroo Rtpaypu, m Anasap lou tl pae Jtagl toa st M_. I I asn o smwAld 2411 m mep,aasq Am pat= m pave lcw say psoMwapon mp yamuma afiJ° ayt J asuwa A,an!PO 2T 01 1911W= pas 2^31 alq-ally- IP fila m °-� 12410 •01 Patwn ayt J° sMal 1-Ilmis m Aoubm ueq Ata upas w=.L mqm ftlpwd s mm2- w an aia% Am .6ao OM 11 IUMI )o JIM" oo Smalls oaa+ad gaaa tap par a►'murma vs up °t paamgma PUe WAP IMJ seq �l 1241 taro WteaOl an la�O 1141 �a"!NP Pa- aln— of Atuogtnt P�m9 �t-P - a 1002211Wt puwes 4°!4r m u� 241 ul mo!snq op as Paygtnb An snp aa!pao» ImPu!pa! gaw '11!00 OaMM-nsamadat Aqa Iagal J° Jf-ga4 m ateayn�a0 Pddotr3 d!gsgoutd ao!x-dim t s! Mvm.L JI I P w" -q1!-o by Aw— oa pus -OVA" m a�S-p O£ �t ¢!td =q -y M— oN O1 PROHIBITED USES Tenant shall not use or petruit the use of the Premisot for any other business or propose, eszepr as set forth in the Paragraph 8 of this Lease and is strict rxeoedantee with the rules and regulations for the Shopping Center. No part of the Premises shell be used for any purpose other than retail sales andMr services, offices, restaurants or other commercial purposes which ars perruitkd by oppheable zoning and other laws and which are typically toned m Gut class muu7 shopping centers in the County in which the Shopping Crow is located. No part of Ibex exterior shall be used for an automade tells machine. THE FOLLOWING PROHIBITIONS AND RWMCTIONS SHALL NOT BE DEEMED TO APPLY TO LANDLORD, BUT ONLY TO TENANT UNDER THE LEASC. Landlord dull have the ryht, in Landlord's sole and absolute discretion, to waive all or any of the prolabltiom set forth berew upon such matters, terms and conditions as Landlord, a its sob discretion may dcwnnn - The Premises, in whole or in part, shall not be used or operated directly or indirectly for any of ibe folk w ng: I . The operation of a retail pore offering the following services for sale to the general public: UPS, DHL, FedEx, Anbotnae overnight delivery services, postal services, packaging raid shipping earvvigxu, mailbox rentals, fax for prolik and copy and printing services 2. The operation of a Greek restaursait with its principal business (more than 25`,b of its gross sales) being the sats of Greek food 2. The operation of a restaurant with its principal business being the sale of coffee, lea and smoothie& 4. The sale of submarine sandwiches 5. The operation of a local real estate brokerage office 6. Tbc operation of a knitters' studio and reall sale of mitring supplies 7. The leasing and sale of motorized scooters S. The operation of a spore bar. For purposes of this exclusive, a sports bar is a bar Laving more than four televisions per 1.500 square feet. billiard abks, and which shows televised sporting events on multiple televisions 9. The operation of a high-end, appointment only hair salon 10. The operation of a yoga or piletes studio or center EXMBff I, Prohibited Uses — Page I -i F.XHMIT J As a tomerW inducement to Landlord to enter into the Lease Agreement, dated , 2016 (doe'jM`), between Buchan, fa„ s Florida corporation, as Termat, and CH Realty VII-PSREG Boynton Beach Las Wntanas, L.L.C., a Delaware limited liability company. as Laadlwd, Steven Pellegrin, an individual residing is the State of Florida ("fig'), hereby unconditionally and irrevocably guarantees the complete and timely performance of each obligation of Tenant (and any assignee) ander the Leese and any extensions or renewals of and amendments to the Isaac. This Guaranty is an absolute, primary, and eontinwog, guaranty of payment and perfornence and is independent of Tewat's obligations u nda the Lease. Guarantor (and if this Guaranty is signed by rrore than we person or entity, each Guarantor hetemaded shall be primarily liable, jointly and severally, with Temrt and any other guarantor of Temmals obligations. Guarantor waives my right to require Landlord to (a) join Tem rt with Guarantor in any wit arising under this Guaranty. (b) proceed against or exhaust any security given to secure Teaant's obligations under due Irase, or (e) pwwe or exhaust any other remedy in Laodlonts power. Until all of Temsift obligstioas to Landlord have been discharged in full, Guarantor shell have no right of submpnon against Tenant. Landlord may, withom notice or demand and without affecting Guaramoft liability hereunder, from time to time, compromise, extend or otherwise modify any or all of the two of the Lease, or fail to perfect, or ftil to continue the perfection of, any security inlaests gratedl under the Lease. Witham 6mkn the generality of the forego, if Tenant elects to increase the sin of the leased prernises, extend the lease tern, or otherwise expand Temanes obligations under the Lease, TewWs execution of such lease documentation shall consume Gueramofs consent thereto (and such irweased obligations of Tempt under the Lease shall consutme a parameed obligation hereunder): Guarantor hereby wives any sad all rights to consent thereto. Guarantor waives any right to participate in say security now or henedkr held by Landlord. Guarantor hereby wives all prescrmaats, demands for peximastnoe, notices of amgherformmhce. protests, notices of protea, disdomr and neons of acccpumce of this Guaranty, and waives all notices of existence creation or incurring of new or additional obligations from Tenant to Landlord. Guarantor father waives all defenses afforded guarantors or based on avelyship or ihnpaumeat of collateral under applicable Law, other than payment rad perfonm race in fidl of Tensors obligations under the Lease The liability of Guarantor under this Guaranty will not be a fected by (1) the release or discharge of Tenet from, or impairment, limitation or modification of, Tenet's obligations under the Lease in any bankruptcy, receivership, or other debtor relief proceedbug, whether state or federal and whether voluntary or invohmtary. (2) the rejection or disafrmance of the Lease in any such proceeding•, or (3) the cessation from any cause whatsoever of the liability of Tenant under the Lease. Guarantor shall pay to Landlord aft exam incurred by Landlord in enfoneing this Gum" (including. without limitation, reasonable attorneys' fens mod. expenses). The obligations of Team under the Lease to execute and deliver estoppd statements, as therein provided, shall be deemed to also require the Guarantor baautda to do so and provide the same relative to Guarantor following written request by Landlord in accordance with the terms of the Lsase, All notices and other communication given pursuant to, or in connection with, this Guaranty dull be delivered in the as= no regrmed in the Lease. All notices or other communications addressed to Guarantor " be delivered at the addres% seri forth below. This Guaranty %ball be bwAng upon the haus, legal representatives, successors and assigns of Guarantor and stall inure to the benefit of Landtads successors and amps. Notwithstanding the Foregoing to the contrary, mad provided no Event of Default occurs tarda the Lease. the term of this Guaranty shall expire on the third (3') anniversary of the Commmommeot Date. It however, an Event of Default occas before the third (30t) anniversuy of the Coaamauxmem Date, the term of the Guaranty shall continue without the benefit of" early tenriasrim right granted in the immediately preceding semence. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.) EXHIBIT J, Guaranty — Page 1- t Executed as of , 2016. EVEN RELEGRENG., an individual Address: 630 Anchor Point Delray Bach, Florida 33444 Telepboar. 401-952-5111 Telaopy 561-274-0411 Driver's License No.: P426-781-63-176-0 (FL) EXHIBff J, Guaranty— Page 1-2 is M ,1 RENEWAL OPTIONS Provided no Event of Default exists sod Tenant is occupying the entire Premises at the time of such dectkx4 mad Provided Temaah Groes Sales we not lea than S2.0oo,p0o.00 for the 12 -mouth period Immediately Preceding the due of such election (provided that, if, during such 12 -mouth period, a Casualty occurred readti ft in Tenantheft s Grua S� Pod foraticb conn period ing its business is the Preenim, thea such S2,OW,000 W threshold for Tom shall be todoeed by S5,48D.W per day that Tenutt was so prevented conducting its business in the Prtatistx). Tam* may renew this Lease for two additional Periods of five years each, by delivering Wiften notice of the exercise thereof to Landlord not earlier than 12 months nor later than nine mmnths before the expiration of the Tera or the feat renewal thereof, aro applicable. The Minimum Rena payable for each month during such extended Term shall be the pmevading rental rale (the " r a gepgl Rite"), at the commencement of such extended Tam, for renewals of yteex in the Slopping Center of utility and location, with the length of the extended T °�� quality, size, the credit standing of Teaant to be Ukeft into eras' the use of the Premised, the ofTena ted Gross Soles, end ce to renew, Landlord shall deliver to Team written ermine of Prevailing 3Rental Rate and sha0 days afkar ll advise of the required adjustment to Minimum Rent, if any, and the other terms and conditions offered. Tempt shall, within ter days after receipt of Landlords notice, notify, Landlord in writing whether Tenant accepts or rejects Landiord°s determinetten of the Prevailing Rental Rate. If Teasm timely notifies Landlord that Taint accepts La dlorea ddcrmination of the Prevailing Rental Rau, then, on or before the eommememe w due of the extended Tema, landlord and Tenant shall execute an amendment to this Lease extending the Term on the none terms p follows rovided in tiwt as (6) The Minimum tient shell be adjusted to the Prevailing Rental Rate, dad the BaWcpciat Amount shell be apPropriatelY adjusted in the same proportion as due change is Minimum Rent; (b) Following the exesise of the renewal options contained in this E&WbM Tenant shall have no Ruther renewal option unless a ealy geanud by Ladlord m writing: and (c) Landlord WWI lease to Tenant the Premises in their then-currese condition, and Landlord shall not provide to Tenant any allowances (e.I., moving allowswe, construction allowance, dad the h1m) or other tenant inducements. If Tenant rejects Landlord's determination of We Prevailing Rental Rae, or fiik to timely notify Landlord in writing that Tenant accepts or rejects Landlor& determination of the Rate, O Rental t Rale, dine being of the essence with respect thereto, TemrN's rights um�c dais Exhibit shall teuniosu nod Tenant shall have no right to renew this Lease. Tenants tights under this Exhibit shall terminate if (1) itis Lease or Tereus right to possession of the Premises is terminated, (2) Tenant assigns any of its iatereas in this Lease or sublets atty portion of the Premises Other then to a Permitted Transferee, or (3) Tema Fails to timely exercise its option ander tiffs Exhibit, time being of the essence with respect to Tenera s exercise thereof. EXH[Brr K, Renewai Oplioas - Page K-1 BM ABATEMENT PROVISIGNS Rent shaft be conditionally abated as follows: Minimum Rent, Percentage Rent, Tenant's Monthly Common Area Charge, and Tenant's Proportionate Sime of Retail Area Expenses shall be conditionally abated during the fust three (3) ]rase Months of the Tram Notwithstanding such abatement of Minimum Rent, Percentage Rent, Tenant's Monthly Common Area Charge, and Tarot's Proportionate Share of Retail Area Expenses, any increases in Minimum Ran set forth in this Lease shalt occur on the dates scheduled therefor. Minimum Rent shall be cotditiorally abated during the fourth (46) through tenth (100) Lease Months of the Term. Notwithstanding such abatement of Minimum Real (a) all other ruts due under this Ise, including Paeeraage Rent and Additional Rent, shall be payable as provided in this Lease during rich abatement period, No (b) any increases in Minimum Rent set forth in this Lease shall occur on the dates scheduled therefor. Commencing with the fret day of the eleventh (11 A) Lease Month of the Term, Tuan shall nuke all Rem payments as otherwise provided in this Rase. The abatement of Rent provided for is this Exhibit is conditioned upon Teamtt's full and timely performance of all of is obligations under this [.ease. if at any time daring the Tam an Event of 1Mauh by Tenant occurs, then the abatement of any Rem provided for in this Exhibit shall itmna6ately become void, and Tenant shall Promptly Pay to Landlord, in addition to an other amounts due to Landlord under this Lease, the 1411 amount of all Rent herein abated EXHIBff L, Rent Abatement Provisions - Page L-1 WARNING TO OWNER: YOUR FAILURE TO tECORD A NOTICE OF COMMENCEMENT MAY CITY OF BOYNTON BEACH tESULT IN YOUR PAYING TWICE FOR BUILDING DIVISION IMPROVEMENTS TO YOUR PROPERTY. k NOTICE OF COMMENCEMENT MUST BE RECORDED AND POSTED ON THE SOB SITE BEFORE THE FIRST INSPECTION. IF YOU INTEND TO OBTAIN 'INANCING, CONSULT WITH YOUR LENDER OR AN ATTORNEY BEFORE tECORDING YOUR NOTICE OF COMMENCEMENT." B P 4 0 0 L 9. 0 Date Applied: 2/01/17 NOTICE 4 ADDITION TO THE REQUIREMENTS OF THIS PERMIT, THERE MAY BE ADDITIONAL Prepared By: B Y B 2 E X M IESTRICTIONS APPLICABLE TO THIS PROPERTY THAT MAY BE FOUND IN THE PUBLIC IECORDS OF THIS COUNTY AND THERE MAY BE ADDITIONAL PERMITS REQUIRED FROM ITHER GOVERNMENTAL ENTITIES SUCH AS WATER MANAGEMENT DISTRICTS, STATE Date Issued: 3/03/17 iGENCIES, OR FEDERAL AGENCIES, irmitType: PIN 2059475 238871 • Permit No: 1700000379 UILDING PERMIT ISPECTIONS ARE REG�UIRED__SEE BACK -OF PERMIT CARD FOR RE EDI INSPECTION_ io _City Range Twnshp. 1 Section Sub Divisn PIaU Block Lot Book%Page 08 43 45 I 28 45 002 0000 roper►y Address - Zoning Reviewed By 1351 S FEDERAL HWY MDS ubdivision Name__17Legal Address LAS VENTANAS TRS B & C K/A wner's Name!AdaressfTclephone Contractor's Name/Address/License/Telephone -AS JENTANAS AT BOYNTON BEACH ANDRIOFF CONSTRUCTION INC 359 CAROLINA AVE 1000 LAKE IDA RD 4INTER PARK FL 32.789-31451 DELRAY BEACH FL 33444 561 241.4900 DELRAY CBC126_0153 EXEMPT dditlonal Descri tlon ' W .__..._---_P ___.__-_--._ .d�@!ne!0II/ArchitectlEngineor-•--.. . JSTALI_ PIZZA OVFN AND 30FT PART I'' Construction I BFE FFE _ iI FLZ Occupancy Sq. Ft. --__-- Valuation - - _- Improvements --- -- - — ------....------- - --------- ---- ----- - - -- - - - 3 I 56,172 COMMERCIAL REMODEL, INT/EXT shedule of Fees * THIS PERMIT FEE IS NOT REFUNDABLE CREDITED 561.74 DATE- 3/02/17 RECEIPT#" 0142237 000000000 HER FEES: TYPE- OBPR BLDG CODE ADM & INS TYPE- DEPT COMMUN AFFAIRS SURC TYPE- FIRE AND LIFE SAFETY FEE TYPE- FIRE LS SUPPRESSION FEE TYPE- GREEN BUILDING FEE TYPE- PLANNING & ZONING REVIEW TYPE- PLAN CHECK FEES 19.38 February 1, 2017 3:05:04 PM byb 19.38 NEED NOC 35.00 70.00 28.09 22.43 561.74 AUTHORIZED SIGNATURE ........................ iTICE: CALL 742-6355 FOR INSPECTION$*'24 HOURS IN ADVANCE (BEFORE 4:00 P.M. Its PERMIT SHALL BECOME NULL AND VOID UNLESS THE WORK AUTHORIZED IS COMMENCED WITHIN ONE HUNDRED AND EIGHTY AFTER ISSUANCE t IF THE WORK AUTHORIZED HAS NOT RECEIVED AN APPROVED INSPECTION FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS. y change in building plans or apecrficabons mist be recorded with this office. Any work not covered abo+e, must have a valid permit prior to starting In eonsideradon of the granting this permit, the owner and builder agree to erect this structure in full icxnplrance with the Building and Zoning Codes of the City of Boynton Beach, Florida. This permit fee is not undab:e. WARNING TO OWNER: YOUR FAILURE TO r tECORD A NOTICE OF COMMENCEMENT MAY CITY OF BOYNTON BEACH 1 tESULT IN YOUR PAYING TWICE FOR BUILDING DIVISION , MPROVEMENTS TO YOUR PROPERTY. 1 I 'ICE OF COMMENCEMENT MUST BE RECORDED AND POSTED ON THE IOL 31TE BEFORE THE FIRST INSPECTION. IF YOU INTEND TO OBTAIN -INANCING, CONSULT WITH YOUR LENDER OR AN ATTORNEY BEFORE tECORDING YOUR NOTICE OF COMMENCEMENT." B P 4 0 0 L 9. 0 _ Date Applied: 2/01/17 NOTICE 4 ADDITION TO THE REQUIREMENTS OF THIS PERMIT, THERE MAY BE ADDITIONAL Prepared By: MSTRICTIONS APPLICABLE TO THIS PROPERTY THAT MAY BE FOUND IN THE PUBLIC B Y B 2 E X M XCORDS OF THIS COUNTY AND THERE MAY BE ADDITIONAL PERMITS REQUIRED FROM OTHER GOVERNMENTAL ENTITIES SUCH AS WATER MANAGEMENT DISTRICTS, STATE Date Issued: 3/03/17 AGENCIES, OR FEDERAL AGENCIES. — rmitType:— PIN 2065589 238871 Permit No: 1700000379 LECTRICAL PERMIT ISPECTIONS ARE RE UIRED_SEE BACK OF PERMIT CARD FOR REQUIRED INSPECTION._-_.. City Range Twnshp. Section Sutr�Division T Block Lot _ Plat/Book/Page _ 08 1 43 , 45 28 '-I '•'45 002 0000 V roperty Address — 1351 S FEDERAL HWY ubdivision Name wner's Name/Address/TelephoneT- _A=NTANAS AT BOYNTON BEACH 15 1ROLINA AVE 4INTER PARK FL 32789-3145 PBC 2003.12531 dditional Description �STAI_L PIZZA OVEN AND 30FT PARTI ELF -C--- -- - — - -- _ Construction BFE M - FFE FLZ Occupancy — Sq. Ft. Valuation - — 1 56,172 Zoning Reviewed— MDS eviewed—MDS Legal Address LAS VENTANAS TRS B & C K/A Contra_ctoes Name/Address/License/TelephoneACTIVE ELECTRICAL ENTERPRISES 475 WAYMAN CIRCLE WEST PALM BEACH FL 33413 561 689.0546 19356 ER13012466 EXEMPT ANDRIOFF�CONSTRUCTION INC GENERAL �6oiprovements :OMMERCIAL REMODEL, INT/EXT zhedule of Fees * THIS PERMIT FEE IS NOT REFUNDABLE * HER FEES: TYPE - DBPR BLDG CODE ADM & INS TYPE - DEPT COMMUN AFFAIRS SURC TYPE - FIRE AND LIFE SAFETY FEE TYPE - FIRE LS SUPPRESSION FEE TYPE - GREEN BUILDING FEE TYPE - PLANNING & ZONING REVIEW TYPE - PLAN CHECK FEES 19.38 February 1, 2017 3:05:04 PM byb 19.38 NEED NOC 35.00 70.00 28.09 22.43 561.74 AUTHORIZED SIGNATURE ............. .......... TICE: CALL 742-6355 FOR INSPECTIONS 24 HOURS IN ADVANCE (BEFORE 4:00 P.M.) '.IS PERiiAIT SHALL BECOME NULL AND VOID UNLESS THE WORK AUTHORIZED IS COMMENCED --- ONE HUNDRED D AND EIGHTY (180) DAYS AFTER ISSUANCE t IF THE WORK AUTHORIZED HAS NOT RECEIVED AN APPROVED INSPECTION FOR A PERIOD OF ONE HUNDRtO %IND EIGHTY 1801 DAYS. y change in building plans or specifications must be recorded with this office. Any work not covered above. must have a valid per.nit prior to starting. In consideration of the granting this permit, the owner and builder agree to erect this structure in full compliance with the Buildinq and Zornng Cudes of the City of Boynton Beach. Florida This permit fee is not undable ' WARNING TO OWNER: YOUR FAILURE TO ZECORD A NOTICE OF COMMENCEMENT MAY CITY OF BOYNTON BEACH ZESULT IN YOUR PAYING ''TWICE FOR BUILDING DIVISION ID MPROVEMENTS TO YOUR PROPERTY. k NOTICE OF COMMENCEMENT MUST BE RECORDED AND POSTED ON THE IOB SITE BEFORE THE FIRST INSPECTION. IF YOU INTEND TO OBTAIN -INANCING, CONSULT WITH YOUR LENDER OR AN ATTORNEY BEFORE ZECORDING YOUR NOTICE OF COMMENCEMENT." B P 4 0 0 L 9. 0 Date Applied: 2101117 NOTICE N ADDITION TO THE REQUIREMENTS OF THIS PERMIT, THERE MAY BE ADDITIONAL IESTRICTIONS APPLICABLE TO THIS PROPERTY THAT MAY BE FOUND IN THE PUBLIC IECORDS OF THIS COUNTY AND THERE MAY BE ADDITIONAL PERMITS REQUIRED FROM )THER GOVERNMENTAL ENTITIES SUCH AS WATER MANAGEMENT DISTRICTS, STATE ►GENCIES, OR FEDERAL AGENCIES. - irmitType: PIN 2059491 238871 OOD PERMIT ISPECTIONS ARE RE UIRED: SEE BACK OF PERMIT CARD FOR RE( City _ _ Range _ __Twnshp. Section Sub Division Block _Lot_ -f -- -- -08 1 43 45 28 45 ; 002 0000 Prepared By: Date Issued: Permit No: BYB2EXM 3/03/17 1700000379 Plat/Book/Page - . -1 ----'- L. _. I..--- --- --1 - ---- -.L.__._. - .. .i- .. 'roperty Address _.. - _ - --- -- --- --- -- - --- -- - -- -- ' - - -- —Zoning .... - - Reviewed By --- fi------- 1351 S FEDERAL HWY I� MDS ,ubdivisiou Name Legal Address LAS VENTANAS TRS B & C K/A homer's Name/AddressrTelephone Contractor's Name/Address/LicenserTelephone LAS VENTANAS AT BOYNTON BEACH HOOD DEPOT INTERNATION(SHT MET 359 CAROLINA AVE 710 S POWERLINE RD 4INTER PARK FL 32789.3145 DEERFIELD BEACH FL 33442 954 570-9860 B R 0 W A_R_D diti donal Description VSTALL PIZZA OVEN AND 30FT PARTI Construction IA 3 chedule of Fees BFE I FIFE I FLZ Valuation 56,172 CSCII10313 WC54-70.39 GeneraUArchft_ect/Engineer _ ANDRIOFF CONSTRUCTION INC GE_NERAL Improvements ----- - - - •--- --- ---- -- -- - -- •-- - --- • -• -- - •- --- OMMERCIAL REMODEL, INT/EXT * THIS PERMIT FEE IS NOT REFUNDABLE FHER FEES: TYPE- DBPR BLDG CODE ADM & INS TYPE- DEPT COMMUN AFFAIRS SURC TYPE- FIRE AND LIFE SAFETY FEE TYPE- FIRE LS SUPPRESSION FEE TYPE- GREEN BUILDING FEE TYPE- PLANNING & ZONING REVIEW TYPE- PLAN CHECK FEES 19.38 19.38 35.00 70.00 28.09 22.43 561.74 February 1, 2017 3:05:04 PM byb NEED NOC AUTHORIZED SIGNATURE -- •-------- ITICE: CALL 742-6355 FOR INSPECTIONS 24 HOURS IN ADVANCE (BEFORE 4:00 P.M. IIS PERMIT SHALL BECOME NULL AND VOID UNLESS THE WORK AUTHORIZED IS COMMENCED WITHIN ONE HUNDRED AND EIGHTY 71sOLAYS AFTER ISSUANCE 2 IF THE WORK AUTHORIZED HAS NOT RECEIVED AN APPROVED INSPECTION FOR A PERIOD OF ONE HUNDRED AND EIGHTY 180 DAYS. — _— y change in building plans or specifications must be recorded with this office. Any work not covered above, must have a valid permit prior to starting. In consideration of the grantin,l this permit, the owner and builder agree to eject this structure in full compliance with the Building and Zoning Codes of the City of Boynton Beach, Florida. This permit fee is not undable WARNING TO OWNER: YOUR FAILURE TO tECORD A NOTICE OF COMMENCEMENT MAY CITY OF BOYNTON BEACH tESULT IN YOUR PAYING TWICE FOR BUILDING DIVISION MPROVEMENTS TO YOUR PROPERTY. (D 1 I 'ICE OF COMMENCEMENT MUST BE RECORDED AND POSTED ON THE IOL .SITE BEFORE THE FIRST ,INSPECTION. IF YOU INTEND TO OBTAIN 'INANCING, CONSULT WITH YOUR LENDER OR AN ATTORNEY BEFORE tECORDING YOUR NOTICE OF COMMENCEMENT." B P 4 0 0 L 9. 0 --__ Date Applied: 2/01/17 NOTICE N ADDITION TO THE REQUIREMENTS OF THIS PERMIT, THERE MAY BE ADDITIONAL Prepared By: B Y B 2 E X M tESTRICTIONS APPLICABLE TO THIS PROPERTY THAT MAY BE FOUND IN THE PUBLIC tECORDS OF THIS COUNTY AND THERE MAY BE ADDITIONAL PERMITS REQUIRED FROM )THER GOVERNMENTAL ENTITIES SUCH AS WATER MANAGEMENT DISTRICTS, STATE Date Issued: 3/03/17 AGENCIES, OR FEDERAL AGENCIES. irmitType: PIN 2059483 238871 Permit No: 1700000379 IRE SUPPRESSION PERMIT ISPECTIONS ARE RE UIRED:-• _SEE BACK OF PERMIT CARD FOR REEUIRED INSPECTION. Cfty _T Range Twnshp. Section Sub Division Block -� Lot Plat/Book/Page 08 43 � 45 v 28 45 002 � 0000 'roperty Address _ _ _ _zoning - - Reviewed By 1351 S FEDERAL HWY ubdivision Name 114 iwner's Name/Address/Telephone I.A=NTANAS AT BOYNTON BEACH 35 4ROLINA AVE WINTER PARK FL 32789-3145 BROWARD dditional Description NSTALL PIZZA OVEN AND 30FT PARTI _... PRE P LPE-. Y S .--- Construction BFE FFE FLZ NA ccupancy OSq. Ft. -- Valuation -- B -T 56 , 172 jMLS 1 Legal Address i ' ILAS VENTANAS TRS B & C K/A Contractor's Name/Address/L icense/Telephone — �HOOD DEPOT INTERNATION(SHT MET 710 S POWERLINE RD DEERFIELD BEACH FL 33442 954 570.9860 CSCIII0313 WC54.70.39 General/Arch itect/Engineer ANDRIOFF CONSTRUCTION INC GENERAL Improvements OMMERCIAL REMODEL, INT/EXT chedule of Fees - * THIS PERMIT FEE I_S NOT REFUNDABLE THER FEES. TYPE- DBPR BLDG CODE ADM & INS 19.38 TYPE- DEPT COMMUN AFFAIRS SURC 19.38 TYPE - FIRE AND LIFE SAFETY FEE.; 35.00 TYPE- FIRE LS SUPPRESSION FEE 70.00 TYPE - GREEN BUILDING FEE 28.09 TYPE PLANNING & ZONING REVIEW 22.43 TYPE- PLAN CHECK FEES 561.74 February 1. 2017 3:05:04 PM byb NEED NOC AUTHORIZED SIGNATURE . . )TICE: CALL 742-6355 FOR INSPECTIONS 24 HOURS IN ADVANCE (BEFORE 4:00 P.M.) 4IS PERMIT SHALL SECOM—E NULL AND VOID UNLESS THE WORK AUTHORIZED IS COMMENCED WITHIN ONE HUNDRED AND EIGHTY(180) DAYS AFTER ISSUANCE R_ IF THE WORK AUTHORIZED HAS NOT RECEIVED AN APPROVED INSPECTION FOR A PERIOD OF ONE HUNDRED AND EIGHTY (189 DAYS.______ • _ _. -._ _,_-_ _ _ iy change in building plans or specifications must be recorded with this office. Any work not covered above, must have a valid permit prior to starting. In consideration of the granting this permit, the owner and builder agree to erect this structure in full compliance with the Building and Zoning Codes of the City of Boynton Beach, Florida. This permit fee is not fundable. WARNING TO OWNER: YOUR.. FAI,,-URE TO tECORD A NOTICE OF COMMENCENIN-r MAY CITY OF BOYNTON BEACH tESULT IN YOUR PAYING TWICE FOR BUILDING DIVISION , MPROVEMENTS TO YOUR PROPERTY. 1 NOTICE OF COMMENCEMENT MUST BE RECORDED AND POSTED ON THE SOB SITE BEFORE THE FIRST INSPECTION. IF YOU INTEND TO OBTAIN -INANCING, CONSULT WITH YOUR LENDER OR AN ATTORNEY BEFORE tECORDING YOUR NOTICE OF COMMENCEMENT." B P 4 0 0 L 9. 0 _--__ Date Applied: 2/01/17 NOTICE N ADDITION TO THE REQUIREMENTS OF THIS PERMIT, THERE MAY BE ADDITIONAL Prepared By: B Y B 2 S M K IESTRICTIONS APPLICABLE TO THIS PROPERTY THAT MAY BE FOUND IN THE PUBLIC tECORDS OF THIS COUNTY AND THERE MAY BE ADDITIONAL PERMITS REQUIRED FROM i )THER GOVERNMENTAL ENTITIES SUCH AS WATER MANAGEMENT DISTRICTS, STATE I Date Issued: 3/22/17 ►GENCiES, OR FEDERAL AGENCIES. J IrmitType: PIN 2066074 238871 Permit No: 1700000379 AS PERMIT I_SPECTIONS ARE REQUIRED: SEE BACK OF PERMIT CARD FOR REQUIRED INSPECTION._-__-._ _ City Range Twnshp. Section_ Sub Division I Block Lot Plat/Book/Page --- 08 43 45 28 45 001— 0000 ,roperty Address Zoning— Reviewed By. 1411 S FEDERAL HWY `{' }'� (` - i MDS ubdivision Name Legal Address LAS V E N T A N A S TRS A, D,E,F & G wvner's Name/Address/Telephone — Contractor's Nan*/Address/Licenserrelephone LAS VENTANAS AT BOYNTON BEACH i A BETTER PLUMBING 359 CAROLINA AVE i 4061 N FEDERAL HWY WINTER PARK FL 32789 POMPANO BEACH FL 33064 954 421.2226 BROWARD _ dditionai Description NSTALL PIZZA NA Occupancy 3 chedule of Feel! OVEN AND 30FT PARTI BFE FRE FLZ iq. Ft. Valuation CFC057223 WFL5033941 ANDRIOFF CONSTRUCTION INC GENERAL 56,172 1COMMERCIAL REMODEL, INT/EXT * THIS PERMIT..FEE IS NOT REFUNDABLE fHER FEES: TYPE- DBPR BLDG CODE ADM & INS TYPE- DEPT COMMUN AFFAIRS SURC TYPE- FIRE AND LIFE SAFETY FEE TYPE- FIRE LS SUPPRESSION FEE TYPE- GREEN BUILDING FEE TYPE- PLANNING & ZONING REVIEW TYPE- PLAN CHECK FEES 19.38 February 1, 2017 3:05:04 PM byb 19.38 NEED NOC 35.00 70.00 28.09 22.43 561.74 AUTHORIZED SIGNATURE .............. ......--- )TICE: CALL 742.6355 FOR INSPECTIONS 24 HOURS IN ADVANCE (BEFORE 3:00 P.M.) i1S PERMIT SHALL BECOME NULL AND VOID UNLESS THE WORK AUTHORIZED IS COMMENCED WITHIN—ONE HUNDRED AND EIGHTY (180)) DAYS AFTER ISSUANCE RIF THE WORK AUTHORIZED HAS NOT RECEIVED AN APPROVED INSPECTION FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS. ty change in building plans or specifications must be recorded with this office. Any work not covered above. must have a valid permit prior to starting In consideration of the granting this permit, the owner and builder agree to erect this structure in full compliance with the Building and Zoning Codes of the City of Boynton Beach, Florida. This permit fee is not Fundable. WARNING TO OWNER: YOUR FAILURE TO tECORD A NOTICE OF COMMENCEMENT MAY CITY OF BOYNTON BEAT tESULT IN YOUR PAYING TWICE FOR BUILDING DIVISION MPROVEMENTS TO YOUR PROPERTY. 1 I 'ICE OF COMMENCEMENT MUST BE RECORDED AND POSTED SOL jITE BEFORE THE FIRST INSPECTION. IF YOU INTEND TO 'INANCING, CONSULT WITH YOUR' LENDER OR AN ATTORNEY tECORDING YOUR NOTICE OF COMMENCEMENT." B P 4 0 0 L 9. 0 _ —__ _ Date Applied: NOTICE N ADDITION TO THE REQUIREMENTS CF THIS PERMIT, THERE MAY BE ADDITIONAL tESTRICTIONS APPLICABLE TO THIS PROPERTY THAT MAY BE FOUND IN THE PUBLIC tECORDS OF THIS COUNTY AND THERE MAY BE ADDITIONAL PERMITS REQUIRED FROM )THER GOVERNMENTAL ENTITIES SUCH AS WATER MANAGEMENT DISTRICTS, STATE i,GENCIES, OR FEDERAL AGENCIES. J irmitType: PIN 2065571 238871 LUMBING PERMIT 'PECTIONS ARE REQUIRED: SEE BACK OF PERMIT CARD FOR• REI y Range 7wnshp. _ _Section Sub Division Block Lot_ 08 43 45 281 45 002 -0000 Prepared By: Date Issued: Permit No: :H ON THE OBTAIN BEFORE 2/01/17 BYB2EXM 3/03/17 1700000379 INSPECTION. _ _- _ ...... - Plat/Book/Page 'roperty Address — — iy Zoning _- - Reviewed By 1351 S FEDERAL HWY MDS ubdivision Name Legal Address ILAS VENTANAS TRS B & C K/A wner's Nama/Address/Telephone contractor's Name/Address/License/Telephone _..._ .. _... -- - - _ - �,,,_._L�Co LA-NTANAS AT BOYNTON BEACH ! A BETTER PIUMBING 35 kROLINA AVE ; 4061 N FEDERAL HWY WINTER PARK FL 32789-3145 POMPANO BEACH FL 33064 954 421.2226 BROWARDCFC057223 _-• -- - - - --- --... — - ----.. _... --- • - - ----- ... _ _..-- - dditional Description General/Architect/Engineer NSTALL PIZZA OVEN AND SOFT PARTI ANDRIOFF CONSTRUCTION INC PIJLM8._-- .- - - Construction T - BFE f FFE FLZ NA Occupancy Sq. Ft. _ Valuation Improvements B 56.172 COMMERCIAL REMODEL. INT/EXT chedule of Fees THIS PER.MI-T• FEE IS NOT REFUNDABLE THER FEES: TYPE- DBPR BLDG CODE ADM & INS 19.38 TYPE- DEPT COMMUN AFFAIRS SURC 19.38 TYPE- FIRE AND LIFE SAFETY FEE 35.00 TYPE- FIRE LS SUPPRESSION FEE 70.00 TYPE- GREEN BUILDING FEE 28.09 TfPE- PLANNING & ZONING REVIEW : 22.43 TYPE- PLAN CHECK FEES 661.74 -- WFL5033941 GENERAL February 1. 2017 3:05:04 PM byb NEED NOC AUTHORIZED SIGNATURE ........ )TICE: CALL 742-6355 FOR INSPECTIONS 24 HOURS IN ADVANCE (BEFORE 4.00 P.M. PIIS PERMIT SHAL'L SECOWIE PULL AND VCi i UNLESS THE tNORK AUTHOPIZED IS. COMMENCED WITHIN ONE FIl1NDRED ANU EIGHTY L18Gj. ... AFTER ISSUANCE RIF THE WORK AUTHORIZED HAS N15—T E& E1VED AN APPROVED INSPECTION FORA PERIOD OF ONE HUNDRED AND EIrHTY 1180) DAYS- •,y change in bunding plans or specifications must be recorded win tris office. Any work not covered above_ roust have a valid permit priur to starting In consideration of. the granting this permit, the owner and but -der agree to erect flys structure in fLll compliance: with the Budding and L-nmg Codes of the City of Boynton Basch. Florida. L•us permit fee is not funaabie. ARCMITCCTURC Y to Qa AV o yemrL"m "OK ee1.27s7301 rAK. YI.nuTa OF TTA'AH MtH" PATH OF ' 17 RADE — — I --- LI — I EMT WOMEN WOMEN OEFICM I ^y ROOM n,1.gl.Fl�Tlt O ® R �`..I REl(xATH) - WAIT L:i ❑ ❑ IFA J o = MSTA i 1 V� I EMT MEENN STAFF ` TOILET LL EXIST ' EXIST _h 1" EAYV•YT I �Ir..� 1 1 -6-� BREEZEWAY =U SAY OMACf -4 V I I - — ; 9MpuElTG m -1' I PRIVATEOtt 1` EXl$TAJG � 1 `�Tfet£ y W Z I I PARTIES k SN CAR f� (^�' Q �W I r LLZ Em I ILA ►�+1 1 . I 11 In Z (ANOCHfNN ORK J J �� I 11 —0 I REWRED I I F I Ili TYy II 1 zi Nilo eee++Ti+w li oeew rTar enc NEW PIZZA II $TA.TKIJ li i E%ISf O ❑ ELEC EXIST. � r_, � 11 A�MIl1 LO R(X7M JI�Opb4 WALK IN WAIT STATION aur STAND _ DATE.OI.W.2en REG I RMI IONS NO —J I MAIN ENTRANCE + Id' PATH OF +B' PATH (% � TRA�F1 TRAVR uYr. �O Bala �� EXIST. LOADING ZONE FOOD SER I.AN APPROVED ReviewerG'yate 03/28/2017 SCOPE OF WORM s are In comp1lan ubject to: NORTH onnection to approved water and MATING BREAKDOWN: wastewater systems. 2) Compliance with applicable state and eAR eTOOLe a PROPOSED FLOOR PLAN localcodes. 3) Compliance with all provisos on /+• TOP TAaLae re va• . r•er specification worksheet. M eA� ArTae ,. See Comments on $peplficatbn Sheet TA 116 e File# 288002 Nrolc.r euTen e TOTAL s, PLANS REVISED 03.28.2017 - ATF r-------------------- i I I I �I EQU11PWNT PLAN . ,.-e. ---------------------- --------------------- A Tz v' BOYNTON a; BEACH CRA CRA BOARD MEETING OF: April 11, 2017 Consent Agenda I I Old Business I I New Business I I Legal I X I Information Only AGENDA ITEM: X.B. SUBJECT: Marketing & Business Development Campaign SUMMARY: Boynton Forum- As part of the ongoing marketing efforts to showcase Boynton Beach as a destination, the CRA staff allocated funds in the budget for a monthly double page spread in the Boynton Forum. Every month the double page spread has a different theme to support the overall mission to promote downtown Boynton Beach. The March ad highlighted the 3rd Annual Blarney Bash. This free event has quickly grown into one of Boynton Beach's favorite celebrations of fun for the entire family. Green is the theme, come celebrate the spirit of the Irish on Friday, March 17th along Ocean Avenue, between 1 st Street and Seacrest Blvd. at the Ocean Avenue Amphitheatre 129 E. Ocean. (Exhibit A) Neighborhood News- Working with Neighborhood News to reach out to the western Boynton communities, this marketing strategy will continue to promote downtown Boynton Beach. The March ad featured Blarney Bash with an editorial. (Exhibit B) Billboard -The billboard location is Gateway & 1-95, this billboard highlighted Blarney Bash. (Exhibit C) Delray Beach Newspaper- A full-page ad for Blarney Bash was featured in the March issue of the Delray Newspaper. (Exhibit D) Boynton Harbor Marina Marketing Campaign - An ad in the Waterway Guide featuring Boynton Beach An Ocean of Possibilities highlighting the diving IN Boynton Beach. (Exhibit E) Banners- Wayfinding banners assist the public in differentiating unique areas that mark a district and to add color to the City's streetscape. Downtown District banners were created and installed along Ocean Ave. between the railroad tracks and the Ocean Ave. Bridge. The banners include the name of the district that facilitates identification of the area with a theme Shop, Dine, Fish, and Dive. (Exhibit F) BOYNTON =BEACH CRA CRA Annual Report - The State of Florida requires all Community Redevelopment Agencies to file an Annual Report, on or before March 31 of each year. The Annual Report must contain the CRA's activities for the past fiscal year, which includes financial information regarding assets, liabilities, income, and operating expenses. The CRA is directed to publish a notice that the report has been file with the county and/or municipality, and that the report is available for review during business hours or available on the CRA's website. Distribution of the 2016 Annual Report was an insert in the Boynton Forum, Sun Sentinel, and Jewish Journal reaching over 5,000 residents in the 33435 zip code. In addition, the Annual Report includes Capital Projects, improvements to Boynton Beach's downtown and information about grants and special events. The Annual Report is an ideal marketing tool for the community, visitors looking to open a business in Boynton Beach and Developers. (Exhibit G) FISCAL IMPACT: FY 2016-2017 Budget, Line Item 02-58400-445 CRA PLAN/PROJECT/PROGRAM: 2016 CRA Redevelopment Plan (pages 128-131) CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Unless otherwise offered by the CRA Board, a motion is not required at this time it BoU���n Beach y 6P�-9op.� 129 E. OHAWE. CRA ,` � � G�tchBo�n�on.com 'Jtwton F- c'. A Y .C- A 17,2017 MOD -Mak :LWAJ-;J0V e0C,' AILS CPAP' UIR FAklYfA `3 A : ► 8 12 E. oeyANAvE. �LAilXrl ME E kQ81C BY CloC(woRkklvorwoRk & CELTIC MA)IM Flus_ FOOD T RC- k INVASION eOoel WUS E�. eR AIT SEER FAPJLYF�1i&,10'sAC'.TIV lES . 71— T, LIVE 19401 eLoGkwoFlkk 0lopk LTIG' P,I a1 !evs , TE03 - CRA C"Jc optwl`, r.,o^ c:.s o•FRIDAY • MARCH 17 • 6 PM f lrs - - 129 E. OCEAN AVE. BOYNTON BEACH C,&CHIC A �is) A OH Catch Boynton.com Y Em. 17 s MOD TRU(-k M'45104�y cLockwoRlckN�� wok er�,mol cE4ri� MAYI M AMII Y�ilt�z TO 1WNAUNs & MsRE r 125 E. CeLgAvE. l&yBV'TA0ctf,CRA c4ec Bomton.eobl « '- - 9AN OCEAN OF POSSIBILITIES FISHING, DIVING - DINING - BOATING , JET SKI RENTAL Boynton FOR Sti I P STORE& Harbor FUEL INFORMATION Marina 561-735-7955 CATCH BOYNTON.COM aYBNETONH BOYNTON BEACH DOWNTOWN DISTRICT CATCH BOYNTON.COM BOYNTON BEACH DOWNTOWN DISTRICT CATCH BOYNTON.COM BOYNTON BEACH DOWNTOWN DISTRICT CATCH BOYNTON.COM BOYNTON BEACH DOWNTOWN DISTRICT CATCH BOYNTON.COM kT BOYNTON'C =BEACH RA CRA BOARD MEETING OF: April 11, 2017 1 Consent Agenda I X I Old Business ( I New Business I I Legal Information Only CRAAB AGENDA ITEM: XIII.A. SUBJECT: Neighborhood Policing Program 1St and 2nd Quarter Reports for FY 2016 - 2017 SUMMARY: Attached are the first and second quarterly reports on the CRA funded Neighborhood Policing Program as required in ILA, Resolution R15-152 dated December 7, 2015 between the CRA and the City. The first quarter report covers the period October 1, 2016 — December 31, 2016 (Attachment 1). The second quarter report covers the period January 1, 2017 — March 31, 2017 (Attachment II). FISCAL IMPACT: FY 2016 - 2017 Project Fund, 02-58500-460 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan, Heart of Boynton District (pages 105 — 118) CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Michael Simon, Interim Executive Director PTS PCNMENT NEIGHBORHOOD OFFICER PROGRAM QUARTERLY REPORT BOYNTON ':r: BEACH !a October 1— December 31, 2016 Sergeant Henry Diehl Boynton Beach Police Department TABLE OF CONTENTS I. Table of Contents page 2 II. Table of Appendixes page 3 IV. Community Redevelopment Agency • Background page 4 Neighborhood Officer Program • Program Outline; page 6 • Program Goals and Scope; page 7 • Essential Program Criteria; page 8 o Neighborhood Officer Program Org Chart page 8 o Neighborhood Officer Program Schedules page 9 o Heart of Boynton Criminal Statistics page 13 o Neighborhood Officer Program Activity Calendar page 14 o Neighborhood Officer Program Photos page 24 2 TABLE OF APPENDIXIES Appendix A Heart of Boynton Crime Statistics page 35 COMMUNITY REDEVELOPMENT AGENCY BACKGROUND The Boynton Beach City Commission established its Community Redevelopment Agency (CRA) in August, 1981, in accordance with guidelines of State Statute Chapter 163 Part III. The Boynton Beach CRA is funded through Tax Increment Financing (TIF). TIF utilizes the increases in tax revenue generated as a result of increases in property values within CRA District boundaries for development efforts without raising taxes. Authorities of the CRA are contained in Section 163.370, Florida Statutes. Redevelopment activities include, but are not limited to: • Adopt a community redevelopment plan or plans that outline projects and programs that will be undertaken by the CRA; • Secure finances to further redevelopment efforts and projects; • Acquire and hold property in the redevelopment district; • Demolish buildings; • Dispose of property; • Installation, construction, improvement and repair of streets, utilities, parks, infrastructure in accordance with the community redevelopment plan(s); • Create and implement development incentive strategies and other unique public-private partnerships to stimulate redevelopment activity within the CRA district facade and residential improvement grants; • Market the CRA; 4 • Implement community policing innovations; • Solicit proposals for redevelopment and enter into contracts; AND • Appropriate funds and make expenditures as necessary to carry out the purpose of the Community Redevelopment Act of 1969. NEIGHBORHOOD OFFICER PROGRAM PROGRAM OUTLINE Community policing definitions typically focus on three components that characterize many programs: some level of community involvement and consultation; decentralization, often increasing discretion to line -level officers; and problem solving. Because community policing is focused on close collaboration with the community and addressing community problems, it has often been seen as an effective way to increase citizen satisfaction and enhance the legitimacy of the police and the evidence is supportive in this regard. A major goal of this proposed neighborhood officer program is to cultivate high levels of mutual trust, understanding and respect between police the residents of the neighborhoods they patrol. In order to achieve this, it is necessary that these stakeholders develop relationships which transformed the confines of ordinary community policing activities and instead focuses upon building sustainable problem solving partnerships. Additionally, the building of problem solving partnerships and substantive relationships with invested members of the community will lead to a greater understanding of some of the challenge members of the public face and help the police department garner unique insights which might aid in addressing these challenges. This program helps effectively integrate police personnel into the fabric of our community. 0 Reducing crime and disorder and improving the quality of life within historically plighted neighborhood requires the development of these types of productive and meaningful relationship between citizens and representatives of their local government. As the most visible and accessible municipal agency, police personnel are uniquely postured to serve as a catalyst to an array of city services, community resources and organizations which can aid those in need as they work to better their circumstances and work in concert with other stakeholders to confront the challenges they identify within the community. PROGRAM GOALS AND SCOPE The scope of this quarterly report is to fulfill the Program requirements set forth in the Inter - Local Agreement (ILA) between the City of Boynton Beach and the Boynton Beach Community Redevelopment Agency (CRA); whereas the CRA shall be provided a written report outlining the following: o Hours worked by the Program Officer; o Name, rank and badge number of Program officers who have worked the Program during the reporting period; o Activities undertaken to achieve the goals of the Program; and o Crime statistics for the reporting period. The Boynton Beach Police Department shall make all necessary efforts to achieve the aforementioned Program Goals. 7 ESSENTIAL PROGRAM CRITERIA Neighborhood Officer Program Organizational Chart during Rating Period Sergeant Henry Diehl #737 Officer Terrence Paramore #922 Neighborhood Officer Program Hours Worked during Rating Period The following Program Officers' scheduling was gleaned from the Boynton Beach Police Department electronic database that monitors staffing needs; entitled KRONOSO — TeleStaff. Below is the reference guide to decipher the color and numeric codes Hosaras Dtui Fake Departmmf s Tam rba sys"= clear siert Mba w Nwobw 942.6129) r Fx MAu IIt�YAu T A'! _ a 7. AA ILS vi s ,R IYit ' JAY t + r a., a'se ➢.ase J,. M'.+Gis A.e-,._-rya.__-�ax!- f -x. IYp -_ vy J Ac-aJli si -1A c -kA t- P>_ �ecss.-a A,,% «�.[a we _ ►, yae :i.�- r F Ys xas, w za ar A, - -::le :roer "I A as DEF Aso 3W , ..,, .104 401 42 +.scat T:: oenos-a:r.Pz• Iq.;3o seat -a -:c. ;.ras-ala taa ar;. .�.as aJ ...r .s+e - a. �• G acs M tam :a'�f - l'. -v. _ n - ,. a . ; x:*.:f'ia►r t' � : as 1> ad a¢d ,. .. a•Y - v. tttz Ila It. )0r:M - t xftri-.t t.. - ..aa -t -►.-. .tam Sa ...: A. ;�.:a-awtnaraaa- as Ga:J�f@Z1t .a •trr c,..c-'t:s, -fteazafrs-•.wRS aAL ilei 15 Y ZtAi 7t-: •, -.�,-� Q•z-+NAT Lrarrres z.:: '+e -i ?! ' 9 Officer Paramore's Schedule during Rating Period - October 2016 VARAMORE, TERRENCE A. Sun Mon Tue Wed Thu hf - Sot J � D' Ilt� M _ 2 31w 41. S . i O obn� �. ■ 12 . 1! . 141 ISi (tigM'li�� for optwm) I7it 26 11,s is 191■ 79. 22 Officer Paramore's Schedule during Rating Period - November 2016 RARAMORE, TERROKE A.�ov2o1/..11si c Iflmltf2 - - -----r — - — F� -- - - — ; Sun Mon rw Wd � I � so; >1 f� 1 T� ��■ KAMM% ,. .I. 91. to i - z 19• 110 1S . OM 18 19 m� 21 a. 231 ke i i ) �t• t� �r 10 Officer Paramore's Schedule during Rating Period — December 2016 C.We d. "MUOK ME,ti 5un - MCnTut I waO-- M t faR ! Sergeant Diehl's Schedule during Rating Period — October 2016 DffNI➢I HENRY G - Teksld/ Fk y Tekstefl -UIEMt M. MENAY G. 6 My Irdormaon 7777 aP 23 Mon Toe Wad TINT 1— — Fri n SNt F-®Cakndar _ OR I Acpero �• f"J Ma27 nage' - 11 I2 Sergeant Diehl's Schedule during Rating Period — November 2016 Mtmo,1w"aT I* Help T.WSTd1 DIEHL 111, HENRY G, JW0V2016-] JRI I*IEDItP � r.]' M] Tek5leff Sun Mon I T- J_ _ Mr•d 71W I M 9•t �GlenAar -- - - - --- Nov 1 --- -- 71 -- --'-;-- "----�' ---' - - Si 3 Informetis 7!iv � Reparb � I � C� Menepe _. 7,. •■ i ,I■ 90f01 — 111---- - --- -12 i I 17. 11■ 1 I lit■ 17I 18 13 I I I I� ■ 2t{:-- __ 271 24 25 26 II I 17■ L- 2!■ 0•c 1 2, 7 ' 5 -7'.r�.•f 10 11 12 11 1: is 16' 17 376 726 Sergeant Diehl's Schedule during Rating Period - December 2016 M,H1 M. a hm C. -.. - > I* H* ptV Te1eSt.0 DIEHL III, HENRY G. /01/2DIEJ 1 B L.I .�_ — _..�.+ B M) TNesdef( Sun Man Two w•O Fn Sec 13 f•kse9a - _ _ _ __ — _s - ' IrAomrate �v l� GFenAr Date Cep - - k14c"a j Sund+y, Decem6er01. 1016 - (right<Iicl for apticnsl ` I ■ ■ i•I■■ IS I•I 17 i ro 1a ■ 111 — —_ -- 70 ■ 21I: — - 23: Ll! 21 I' 291 30 3� ---�- - - L-- 1 - s 9 10 11 12 13 lr 326 12 Heart of Boynton Criminal Statistics for Rating Period The following criminal statistics was gleaned from the Boynton Beach Police Department Records Management System (RMS); entitled Acuity/QED - Web/Partneri^^ APPENDIX A 13 Neighborhood Officer Program Activity Calendar As we entered our 2 fiscal year, we continued our partnership with Gulf Stream Council — Restoring the Village by having meetings every Tuesday evening at Poinciana Elementary School. Moreover, we continued to collaborate with our other community stakeholders — Heart of Boynton Coalition, Habitat for Humanity and the Boynton Beach Coalition of Clergy. October 2016 October 1St — We facilitated Cub Scout Pack #243 with their annual fundraiser selling popcorn at Ace Hardware at 510 E. Boynton Beach Blvd., Boynton Beach, FL. October 1St — We facilitated with Pathways to Prosperity with their Boutique Sale at St. John's Church at 900 N. Seacrest Blvd., Boynton Beach, FL October 2nd — We facilitated Cub Scout Pack #243 with their annual fundraiser selling popcorn at Ace Hardware at 510 E. Boynton Beach Blvd., Boynton Beach, FL. October 3rd — We met with Reverend Richard Dames regarding the Boynton Beach Coalition Job Fair at St. John's Church. October 41h - Cub Scout Pack #243 meeting was canceled due to the impending Hurricane Matthew. October 4th — A meeting with the Boynton Beach Coalition of Clergy was canceled due to the impending Hurricane Matthew. October 4th — Officer Paramore attended SWAT -related training. October 5th — All meetings were canceled due to the impending Hurricane Matthew. 14 October 611 — We were re -assigned to assist patrol operations due to the impending Hurricane Matthew. October 7th — We were re -assigned to assist patrol operations due to the impending Hurricane Matthew. October 811 — Officer Paramore attended a BBPD sponsored football game in Palm Beach Gardens. October 1011 — Officer Paramore attended SWAT -related training. October 101h — Sergeant Diehl spoke to media outlet (WPTV) regarding the Neighborhood Officer Program. October 1111 — Sergeant attended the BBPD Quarterly Awards Ceremony at Intra -Coastal Park. October 10 — We attended Cub Scout — Pack #243 meeting at Poinciana Elementary School. October 11th — Officer Paramore attended SWAT -related training. October 11t1 — Sergeant Diehl called/coordinated with RM Logitech, Inc. — regarding installing computers at the sub -station. This was at the request of CRA Board Member Cassello. October 1111 — Sergeant Diehl called/coordinated with Phyllis Blackmon, at Galaxy Elementary School, to schedule a presentation on domestic violence education with some parents. October 12th — Sergeant Diehl called/coordinated with RM Logitech, Inc. — regarding installing computers at the sub -station. This was at the request of CRA Board Member Cassello. October 1211 — Assistant Chief of Police Snow and I met to review the new Inter -Local Agreement between the Boynton Beach Police Department and the Boynton Beach Community Redevelopment Agency (CRA). October 1211 — Sergeant Diehl called/coordinated with Phyllis Blackmon, at Galaxy Elementary School, to schedule a presentation on domestic violence education with some parents. 15 October 13" — Sergeant Diehl called/coordinated with RM Logitech, Inc. — regarding installing computers at the sub -station. This was at the request of CRA Board Member Cassello. October 131h — Interim CRA Director Mike Simon, Assistant Chief of Police Snow, Officer Paramore and I met to review the new Inter -Local Agreement between the Boynton Beach Police Department and the Boynton Beach Community Redevelopment Agency (CRA). October 13' — Sergeant Diehl attended the Chief's Town Hall Meeting at Palm Beach Leisureville Clubhouse. October 1411 — Officer Paramore, Officer W. Rodriguez and Victim Advocate hosted a Domestic Violence Educational seminar at Galaxy Elementary School. October 15' — We facilitated Cub Scout Pack #243 with their annual fundraiser selling popcorn at Lowe's located at 1500 Corporate Drive, Boynton Beach, FL. October 1611 — We facilitated Cub Scout Pack #243 with their annual fundraiser selling popcorn at Lowe's located at 1500 Corporate Drive, Boynton Beach, FL. October 1711 — We facilitated the Boynton Beach Coalition of Clergy Job Fair at St. John's Church. October 18" — Sergeant Diehl attended Cub Scout — Pack #243 meeting at Poinciana Elementary School. October 1911 — Sergeant Diehl spoke to media outlet (channel 12) regarding the Neighborhood Officer Program. October 21' — Officer Paramore met with Reverend Richard Dames regarding community events. October 22"d — We facilitated Cub Scout Pack #243 with their annual fundraiser selling popcorn at Lowe's located at 1500 Corporate Drive, Boynton Beach, FL. 16 October 2311 — We facilitated Cub Scout Pack #243 with their annual fundraiser selling popcorn at Lowe's located at 1500 Corporate Drive, Boynton Beach, FL. October 25" — Mayor Steven Grant and Sergeant Diehl attended Cub Scout — Pack #243 Halloween Party at Poinciana Elementary School. October 2511 — Sergeant Diehl called/coordinated with RM Logitech, Inc. — regarding installing computers at the sub -station. This was at the request of CRA Board Member Cassello. October 2511 — Sergeant Diehl facilitated children at Poinciana Elementary cross -walk. The extra police presence was at the request of Vice Mayor Mack McCray. October 261h — We attended Poinciana STEM Open House. October 2611 — We attended the Boynton Beach Wildcats Football Game at Ezell Hester Center. October 2711 — Sergeant Diehl read to 65 children at La Petite Academy located at 4885 Windward Passage Drive, Boynton Beach, FL. This event was part of the Boynton Beach "Read for the Record." October 271h — Officer Paramore read at Burk's Academy. This event was part of the Boynton Beach "Read for the Record." October 28th — Officer Paramore attended SWAT -related training. October 29" — We facilitated Cub Scout Pack #243 with their annual fundraiser selling popcorn at Lowe's located at 1500 Corporate Drive, Boynton Beach, FL. October 301h — We facilitated Cub Scout Pack #243 with their annual fundraiser selling popcorn at Lowe's located at 1500 Corporate Drive, Boynton Beach, FL. October 3111 — Sergeant Diehl called/coordinated with RM Logitech, Inc. — regarding installing computers at the sub -station. This was at the request of CRA Board Member Cassello. November 2016 17 November l st — We attended Cub Scout — Pack #243 meeting at Poinciana Elementary School. During this pack meeting, the scouts were provided a Police K9 demonstration — provided by K9 Officer B. Adams. November 211 — Sergeant Diehl facilitated children at Poinciana Elementary cross -walk. The extra police presence was at the request of Vice Mayor Mack McCray. November 2nd — Sergeant Diehl called/coordinated with RM Logitech, Inc. — regarding installing computers at the sub -station. This was at the request of CRA Board Member Cassello. November 211 — Sergeant Diehl met with Poinciana Elementary School Administrators about continuing our eBusiness Partnership with their STEM program. During the meeting, school administrators requested that I participate in the up -coming holiday festivities at the school (i.e. dressing as Santa Claus); which I agreed to. November 3rd — Assistant Chief of Police Snow and I attended a meeting with Poinciana Elementary administrators. Assistant Chief of Police Snow pitched the "Sit with US" anti - bullying electronic phone application. November 7th — Sergeant Diehl called/coordinated with Gulf Stream Council — Boy Scouts of America to facilitate a scout leader training event. November 811 — Officer Paramore attended SWAT -related training. November 8th — Cub Scout Pack #243 meeting was canceled due to the General Election. November 811 — Sergeant Diehl met with Community Leader, Leon Jenkins, regarding him starting a program targeting middle school -aged children. Leon Jenkins was seeking funding for his venture. November 91h — Officer Paramore met with local resident, Sandra Watson, regarding her starting a Girl Scout troop. Sandra Watson was seeking funding for her venture. 18 November 1011— Sergeant Diehl spoke with Marge with Council of Catholic Women regarding a future roundtable meeting about their safety as they go door-to-door. November 1211 — Officer Paramore and I provided good safety tips to the Council of Catholic Women when they go door-to-door. The event took place at St. Mark's Church. November 1411 — Sergeant Diehl facilitated children at Poinciana Elementary cross -walk. The extra police presence was at the request of Vice Mayor Mack McCray. November 14th — Assistant Chief of Police Snow and I attended a meeting with Poinciana Elementary administrators. Assistant Chief of Police Snow pitched the "Sit with US" anti - bullying electronic phone application. November 15th — We attended the Cub Scout Pack #243 meeting at Poinciana Elementary School. November 19th — Sergeant Diehl participated in the BBPD "Coffee with a Cop" at McDonald's located at 1810 S. Federal Highway. November 1911 — Officer Paramore attended a BBPD sponsored football game in Palm Beach Gardens. November 21s' — Sergeant Diehl facilitated children at Poinciana Elementary cross -walk. The extra police presence was at the request of Vice Mayor Mack McCray. November 2411 — Sergeant Diehl facilitated the Boynton Beach Coalition of Clergy handing out over 150 Thanksgiving Dinners. The event occurred at Cherry Hill Mini -Mart. November 26t1 — Sergeant Diehl facilitated Cub Scout Pack #243 with their quarterly Beach Cleanup at Boynton Beach Inlet Park. November 28t1 — Sergeant Diehl facilitated children at Poinciana Elementary cross -walk. The extra police presence was at the request of Vice Mayor Mack McCray. 19 November 2911 — Assistant Chief of Police Snow, Officer Paramore and I kicked off the "Sit with US" anti -bullying electronic phone application during their lunch. November 2911 — We attended the Cub Scout Pack #243 meeting at Poinciana Elementary School. December 2016 December 1St — Sergeant Diehl facilitated children at Poinciana Elementary cross -walk. The extra police presence was at the request of Vice Mayor Mack McCray. December I` — Officer Paramore attended SWAT -related incident. December 11t — We met with Deliverance by Faith — Early Learning Center (located 416 E. MLK Blvd., Boynton Beach, FL) regarding providing each child with a holiday gift. The daycare staff was extremely happy with us providing a new toy to each of their children. December 1St — Sergeant Diehl attended the "Business Lunch with a Purpose" — hosted by the Habitat for Humanity. The luncheon was held at Boca Raton Community Church (located at 470 NW 4th Avenue, Boca Raton, FL). December 1St — Officer Paramore met with the manager of Home Depot (located at 1500 SW 81h Street, Boynton Beach, FL) regarding them donating a Christmas tree to a local family. The manager was more than willing to provide a tree and all the trimmings. December 111 — Sergeant Diehl met with the manager of Publix (located at 1005 W. Gateway Blvd., Boynton Beach, FL) regarding them donating a Christmas dinner to a local family. The staff was unable to participate this year; as they had in previous years. December 2"d — Officer Paramore attended the Boynton Beach Holiday Tree Lighting and Concert. 20 December 311 — Officer Paramore attended "Fill the SWAT truck" toy drive — at Walmart (located at 3625 S. Federal Highway, Boynton Beach, FL). December 3rd — Sergeant Diehl partnered with Cub Scout Pack #243 to march in the Boynton Beach Holiday Parade. December 511 — Sergeant Diehl met with the new manager of Family Dollar, Donald, who was happy to continue the partnership that the former manager built with the Neighborhood Officer Program. Scheduled a future meeting on December 13, 2016. December 6th — Officer Paramore attended SWAT -related training. December 7th — Sergeant Diehl attended "Fair and Impartial Police Training" at Intra -Coastal Park. December 7t1 — Officer Paramore attended a SWAT -related demonstration to 5th Graders at Hagen Ranch Road Elementary School. December 811 — Sergeant Diehl met Melinda Olsker regarding the Boynton Beach Police Department — Neighborhood Officer Program being selected "Business Partner of the Month." December 911 — Officer Paramore attended "Fair and Impartial Police Training" at Intra -Coastal Park. December 911 — 1111 — Sergeant Diehl facilitated Cub Scout Pack #243 Camping Trip to their compound — located at 8501 SE Boy Scout Road, Jupiter, FL.) December 1211 — Sergeant Diehl took the Palm Beach County Code of Ethics Training. December 1311 — Sergeant Diehl facilitated children at Poinciana Elementary cross -walk. The extra police presence was at the request of Vice Mayor Mack McCray. December 1311 — Sergeant Diehl met with the new manager of Family Dollar, Donald, who was happy to continue the partnership that the former manager built with the Neighborhood Officer Program. 21 December 1311 — Officer Paramore attended "Fill the SWAT truck" toy drive — at Walmart (located at 3625 S. Federal Highway, Boynton Beach, FL). December 1411 — Officer Paramore participated in the annual M&M Appliance — Toy Drive — located at 915 N. Federal Highway, Boynton Beach, FL. December 15" — Officer Paramore attended "Shop with a Cop" — at Target (located at 650 N. Congress Avenue, Boynton Beach, FL.) December 16th — Officer Paramore attended a holiday program given by the students of the Deliverance by Faith — Early Learning Center. December 17th — Sergeant Diehl partnered with Cub Scout Pack #243 to lay a wreath on the tombstones at the South Florida National Cemetery (located at 6501 N. State Road 7, Lake Worth, FL). This event is part of the nation-wide event "Wreaths Across America." December 20th — Sergeant Diehl met with Peter Guillaume with the Human X Development. Peter wanted to partner with the Neighborhood Officer Program as he develops future community events. December 2111 — Sergeant Diehl played Saint Nicholas at Poinciana Elementary School — Gifts were provided to St. Nick to distribute for all the kindergarten children. December 2111 — Assistant Chief of Police Snow (standing in for Sergeant Diehl) and Officer Paramore attended the monthly Poinciana Business Partnership Breakfast Meeting. The Boynton Beach Police Department — Neighborhood Officer Program was recognized as their "Business Partner" of the month. December 2111 —Sergeant Diehl (still dressed as Saint Nicholas) and Officer Paramore provided new gifts to over 30 children at the Deliverance by Faith Early Learning Center. December 2111 — Officer Paramore attended SWAT -related incident. 22 December 21" —Sergeant Diehl and Officer Paramore in collaboration with Cub Scout Pack #243 — provided one family with a Christmas tree with all the trimmings, Christmas dinner, and new gifts for all four children. December 22"d — Sergeant Diehl met with Lisa Steele from Galaxy Elementary School. Ms. Steele wanted to invite the Neighborhood Officers to a Law Enforcement Appreciation Luncheon on January 9, 2017. December 2711 — Sergeant Diehl met with the Boynton Beach Fire Rescue for the annual Building and Safety Check of the Neighborhood Officer Program Office. December 2711 — Sergeant Diehl met with the owner/operator of GutterSmith®, Ray Smith, regarding his concerns of prostitution that may be occurring in or around his business located at 236 NE 6th Avenue, Boynton Beach, FL. The gleaned information was forwarded to our vice unit. December 28th — Sergeant Diehl met with the owner/operator of Bell's Market, Clifford Bell, to keep open lines of communication between local business owners and the police department. December 2"d — 29" — Sergeant Diehl was scheduling and planning for the 1st Annual — Neighborhood Officer Program Meeting scheduled for February 8, 2017. 23 Neighborhood Officer Program Photos Cub Scouts Pack #243 Cub Scouts Pack #243 24 _in Cub Scouts Beach Cleanup Domestic Violence Education Domestic Violence Education 25 Domestic Violence Education Cub Scouts Halloween Party Cub Scouts — Popcorn Fundraiser Cub Scouts — Popcorn Fundraiser 26 .� . I is A 401 Ila.: q Anti -Bullying — Sit with US a7 / I Read for the Record at Burk's 27 Thanksgiving Day at Cherry Hill Thanksgiving Day at Cherry Hill I 28 Thanksgiving Day at Cherry Hill Mart r w Fill the SWAT Truck F_r 29 Fill the SWAT truck 41 Cub Scouts/Boynton Parade Beach Holiday Parade Cub Scouts/Boynton Beach Holiday Parade 30 i i St. Mark's Safety Lecture ACub Scouts/Boynton Beach Holiday Parade 31 w i i St. Mark's Safety Lecture ACub Scouts/Boynton Beach Holiday Parade 31 Toys for Adopted Family N1►,z-, Toys for Adopted Family I oys for Adopted Pamily 32 Adopted Family Christmas Surprise 33 Adopted Family Christmas Surprise f APPENDIX A 35 APPENDIX B K: APPENDIX C 37 ATTACHMENT II NEIGHBORHOOD OFFICER PROGRAM QUARTERLY REPORT BOYNTOCRA ...BEACH January 1— March 31, 2017 Sergeant Henry Diehl Boynton Beach Police Department TABLE OF CONTENTS I. Table of Contents page 2 II. Table of Appendixes page 3 III. Community Redevelopment Agency • Background page 4 IV. Neighborhood Officer Program • Program Outline; page 6 • Program Goals and Scope; page 7 • Essential Program Criteria; page 8 o Neighborhood Officer Program Org Chart page 8 o Neighborhood Officer Program Schedules page 9 o Heart of Boynton Criminal Statistics page 14 o Neighborhood Officer Program S.M.A.R.T. Goals page 15 o Neighborhood Officer Program Activity Calendar page 16 o Neighborhood Officer Program Photos page 26 04, TABLE OF APPENDIXIES Appendix A Heart of Boynton Crime Statistics page 29 COMMUNITY REDEVELOPMENT AGENCY BACKGROUND The Boynton Beach City Commission established its Community Redevelopment Agency (CRA) in August, 1981, in accordance with guidelines of State Statute Chapter 163 Part III. The Boynton Beach CRA is funded through Tax Increment Financing (TIF). TIF utilizes the increases in tax revenue generated as a result of increases in property values within CRA District boundaries for development efforts without raising taxes. Authorities of the CRA are contained in Section 163.370, Florida Statutes. Redevelopment activities include, but are not limited to: • Adopt a community redevelopment plan or plans that outline projects and programs that will be undertaken by the CRA; • Secure finances to further redevelopment efforts and projects; • Acquire and hold property in the redevelopment district; • Demolish buildings; • Dispose of property; • Installation, construction, improvement and repair of streets, utilities, parks, infrastructure in accordance with the community redevelopment plan(s); • Create and implement development incentive strategies and other unique public-private partnerships to stimulate redevelopment activity within the CRA district facade and residential improvement grants; 4 • Market the CRA; • Implement community policing innovations; • Solicit proposals for redevelopment and enter into contracts; AND 0 Appropriate funds and make expenditures as necessary to carry out the purpose of the Community Redevelopment Act of 1969. 5 NEIGHBORHOOD OFFICER PROGRAM PROGRAM OUTLINE Community policing definitions typically focus on three components that characterize many programs: some level of community involvement and consultation; decentralization, often increasing discretion to line -level officers; and problem solving. Because community policing is focused on close collaboration with the community and addressing community problems, it has often been seen as an effective way to increase citizen satisfaction and enhance the legitimacy of the police and the evidence is supportive in this regard. A major goal of this proposed neighborhood officer program is to cultivate high levels of mutual trust, understanding and respect between police the residents of the neighborhoods they patrol. In order to achieve this, it is necessary that these stakeholders develop relationships which transformed the confines of ordinary community policing activities and instead focuses upon building sustainable problem solving partnerships. Additionally, the building of problem solving partnerships and substantive relationships with invested members of the community will lead to a greater understanding of some of the challenge members of the public face and help the police department garner unique insights which might aid in addressing these challenges. This program helps effectively integrate police personnel into the fabric of our community. Lei Reducing crime and disorder and improving the quality of life within historically plighted neighborhood requires the development of these types of productive and meaningful relationship between citizens and representatives of their local government. As the most visible and accessible municipal agency, police personnel are uniquely postured to serve as a catalyst to an array of city services, community resources and organizations which can aid those in need as they work to better their circumstances and work in concert with other stakeholders to confront the challenges they identify within the community. PROGRAM GOALS AND SCOPE The scope of this quarterly report is to fulfill the Program requirements set forth in the Inter - Local Agreement (ILA) between the City of Boynton Beach and the Boynton Beach Community Redevelopment Agency (CRA); whereas the CRA shall be provided a written report outlining the following: o Hours worked by the Program Officer; o Name, rank and badge number of Program officers who have worked the Program during the reporting period; o Activities undertaken to achieve the goals of the Program; and o Crime statistics for the reporting period. The Boynton Beach Police Department shall make all necessary efforts to achieve the aforementioned Program Goals. 7 ESSENTIAL PROGRAM CRITERIA Neighborhood Officer Program Organizational Chart during Rating Period Sergeant Henry Diehl #737 Officer Terrence Paramore #922 Neighborhood Officer Program Hours Worked during Rating Period The following Program Officers' scheduling was gleaned from the Boynton Beach Police Department electronic database that monitors staffing needs; entitled KRONOSO — TeleStaff. Below is the reference guide to decipher the color and numeric codes Haymlea Beach Pence Departme atfs Tele!W f Phom System Chem Sheet (Piae Nemiber 942-"29) -,7-- 14 � 14 •:11A Aa —i'a: N — i Joy I Alp At 1 - _ • (LFII Jk1, wiNO ._A- -1 - -.fi •a• • tin;.. - i'tit!a 1 LQ'ti' 1�`1KL a M az on a?tee,— TV a��atklma-` ! • -p ft� !!t — ucfatae an—a.acm. -. •. z.4:. 3�iafaad Officer Paramore's Schedule during Rating Period — January 2017 •9ARANORE. TERRENCEA evl/16I)� �I �IAI I�fw�11! S., Mon Tue I wed Thu hi sal T� a _ wM .■slci alp 1 210 30 40 s. 61 7I I I i sm I 1raMry, 2667 ---+— - � 6� -- - — -- --- •. 10 0 -- 12 - 131 11i (riMi-6arorapeair) I ash( 61s -- is; — -- - - -' 1610 17.0 1610 19 0 m 71I I .!M32. 11 370 360 7s�. 360 17�-- - - 361 I Officer Paramore's Schedule during Rating Period — February 2017 -P PAMWF, TERRENCE A. �01A017� •1 �1�1 i'���1 'I' Svn Mon 7ue Wed --- -.-7h°_-..--_-- -Ai- _--- i � m Ln , - )'. Fell 1 1 3 11 Iy "n(• 20: Il I ■—"77I - ■--1 a■ 1 ■_i ------ - --1 13 U 0 1��. ls�. 10 0 171 16, 21 I nI- y i 10 Officer Paramore's Schedule during Rating Period — March 2017 vARANORE, TEaRENCE A. i91n9v - J-�sl Ifl o l � l 9w Mon TN r-.._ w.d - nm - _ m Sat 11 12i /9 11 Sergeant Diehl's Schedule during Rating Period — January 2017 DIOL m,Hew.G a -m -L -G -17. -3 • d j 9 1 Isimit Sun Won Tur J:ed Thu Fi Sat os 2s 26 M >h 31 21M 311 6 B . , . ON U I . l!� 201 2: � ■ I i■ Sergeant Diehl's Schedule during Rating Period — February 2017 OYiR L4 h1E/lIYG dlIf2017�1J�I � �`I ®IC;3I. Tui W*d Thu fn so Jan 29 32 Feb 1 2 3! II. fOj Il 2M —__IB: : � I "M 22M Ulm �j w4 25 I I 6 >7. w hMicR 191] 5 _ 6 (v*d-ckilcrcp -.psi 1 12 Sergeant Diehl's Schedule during Rating Period — March 2017 �u^Mon ole• m,"My c. Tue_ w� �5 — I - _ — iW Se Feb 26 27' 26 — Na 1. 6i 6 7' • 9 30 1. _.1=' � -77 --.-__.-IS!• �-- ---lt.___—__- __--lel 13i�.--...... 11• 17; ----- --,•m -1W 21 M 221M n 34' —]70 m m ;-I, 13 Heart of Boynton Criminal Statistics for Rating Period The following criminal statistics was gleaned from the Boynton Beach Police Department Records Management System (RMS); entitled Acuity/QED - Web/PartnerTM APPENDIX A 14 Neighborhood Officer Prop -ram S.M.A.R.T. Goals When setting goals it is very important to remember that the goals must be consistent with the mission statement of both the Boynton Beach Community Redevelopment Agency (CRA) and the Boynton Beach Police Department. As part of the essential criteria for the Neighborhood Officer Program is to create a Specific, Measurable, Attainable, Realistic, and Timely goal that the program wants to accomplish. During this up -coming quarter, the Neighborhood Officer Program collaborated with the Boynton Beach Police Department's Crime Prevention Unit to provide CSI - SmartWater® to the residents and business owners of the Heart of Boynton. Our S.M.A.R.T. goal is to increase CSI — SmartWater® deployment in the Heart of Boynton by 10% in the Yd Quarter of Fiscal Year 2016/17. The distribution of FREE CSI — SmartWater® Forensic Coding System/Packets will conducted at community meetings and displayed at the Neighborhood Officer Program Office. The purpose of distributing CSI — SmartWater(R) is to reduce burglaries and associated thefts, while simultaneously distracting trespassers and vandals from committing crimes. 15 Neighborhood Officer Program Activity Calendar For the month of January 2017, we kicked off the New Year preparing for our one year anniversary of the Neighborhood Officer Program. We continued our partnership with Gulf Stream Council — Restoring the Village by having meetings every Tuesday evening at Poinciana Elementary School. Moreover, we continued to collaborate with our other community stakeholders — Heart of Boynton Coalition, Habitat for Humanity and the Boynton Beach Coalition of Clergy. January 2017 January 41h — Chief of Police Katz, Assistant Chief of Police Snow, Captain Kelley, Officer Paramore and I had a meeting with the Gulf Stream Council CEO Jeff Isaac and Everglades District Executive Peter Thate. The meeting focused on continuing our relationship with Cub Scout Pack #243. January 411 — Captain Kelley and I met with Florida House of Representative Lori Berman to discuss partnering with her for the January 281h — Farm Share Event at St. John's Church. January 511 — Officers attended memorial services for K9 Officer Joseph Crowder at Christ Fellowship. January 611 — 811 — We facilitated Cub Scout Pack #243 with their scouting trip to Daytona, FL. January 911 — We attended the Law Enforcement Appreciation Day Luncheon at Galaxy Elementary School. January 10" —Officer Paramore attended SWAT training at the Palm Beach Sheriff's Office Training Facility. 16 January 101h — Sergeant Diehl attended the Cub Scout Pack #243 meeting. January 111h — Officer Paramore participated in and mentored a child at Congress Middle School, through the Boynton Beach Police Department's Boys in Blue Mentoring Program. January 1211 — We facilitated Adopt -A -Cop with mentoring children at Poinciana Elementary School. January 1211 — Officer Paramore was called out for a SWAT -related incident. January 17th - We attended the Cub Scout Pack #243 meeting. January 18th - We mentored a child at Congress Middle School, through the Boynton Beach Police Department's Boys in Blue Mentoring Program. January 1811 — Officer Paramore attended SWAT -related training. January 19" — Sergeant Diehl facilitated children at the Galaxy Elementary cross -walk. The extra police presence was at the request of Vice Mayor Mack McCray. January 1911 — We facilitated Adopt -A -Cop® with mentoring children at Poinciana Elementary School. On January 2011 — Officer Paramore facilitated children at Poinciana Elementary cross -walk. The extra police presence was at the request of Vice Mayor Mack McCray. On January 23,d — Mrs. Burk requested an extra patrol of her early learning center; due to the shootings that occurred on January 21 st January 2411 - We attended the Cub Scout Pack #243 meeting. During this pack meeting, the scouts were provided a tour of the Boynton Beach Communications Center, Emergency Operations Center, and Fire Station #5. January 24" — Officer Paramore attended SWAT Training. January 26th — We facilitated Adopt -A -Cop® with mentoring children at Poinciana Elementary School. 17 January 28th— We facilitated Florida House of Representative Lori Berman and Cub Scout Pack #243 with handing out fresh vegetables at St. John's Church. January 3011 — February 10th — Officer Paramore attended Police Motor Cycle Training — hosted by the Broward County Sheriff's Office. January 31s1- I attended the Cub Scout Pack #243 meeting. February 2017 January 3011 — February 10t1 — Officer Paramore attended Police Motor Cycle Training — hosted by the Broward County Sheriff s Office. February 111— February 71h — I prepared for the up -coming Neighborhood Officer Program Meeting — scheduled for February 8, 2017. February 2nd — We facilitated Adopt -A -Cop® with mentoring children at Poinciana Elementary School. February 3rd — We facilitated 1001h Day of Dad's Celebration at Poinciana Elementary School. February 61h— We attended Mayor Steven Grants' Town Hall Meeting at Carolyn Sims Center. February 71h— Sergeant Diehl attended the Cub Scout Pack #243 meeting. February 711 — We had a meeting, via telephone, with Darren Romelus — regarding Proclamation for 211 Day. February 811 — We held our I" Anniversary Neighborhood Officer Program Meeting at Carolyn Sims Center. February 91h— Sergeant Diehl facilitated children at the Poinciana Elementary cross -walk. The extra police presence was at the request of Vice Mayor Mack McCray. February 911 — Sergeant Diehl attended the Heart of Boynton — Homeowner's Association Meeting at Carolyn Sims Center. 18 February 1311 — Sergeant Diehl facilitated children at the Galaxy Elementary cross -walk. The extra police presence was at the request of Vice Mayor Mack McCray. February 13th — Sergeant Diehl conducted three (3) separate extra patrols of Gutter -Smith. The extra police presence at this business was at the request of Mayor Steven Grant. February 13' — Sergeant Diehl facilitated children at the Poinciana Elementary cross -walk. The extra police presence was at the request of Mayor Steven Grant. February 14th — Officer Paramore attended SWAT Training at the Palm Beach County Sheriff's Office Training Facility. February 1411 — Sergeant Diehl facilitated children at the Poinciana Elementary cross -walk. The extra police presence was at the request of Mayor Steven Grant. February 14th — Sergeant Diehl conducted four (4) separate extra patrols of Gutter -Smith. The extra police presence at this business was at the request of Mayor Steven Grant. February 1411 — Sergeant Diehl attended the Cub Scout Pack #243 meeting. February 1511 — Sergeant Diehl conducted two (2) separate extra patrols of Gutter -Smith. The extra police presence at this business was at the request of Mayor Steven Grant. February 151h — Sergeant Diehl facilitated children at the Poinciana Elementary cross -walk. The extra police presence was at the request of Mayor Steven Grant. February 161h — Officer Paramore facilitated children at the Poinciana Elementary cross -walk. The extra police presence was at the request of Mayor Steven Grant. January 1611 — Officer Paramore mentored a child at Congress Middle School, through the Boynton Beach Police Department's Boys in Blue Mentoring Program. February 1611 — Officer Paramore attended the Heart of Boynton — Homeowner's Association Meeting at Carolyn Sims Center. 19 February 17th — We attended the Groundbreaking Ceremony sponsored by Habitat for Humanity. The groundbreaking took place at 310 NE 11 th Avenue, Boynton Beach, FL. February 1711 — Officer Paramore facilitated children at the Poinciana Elementary cross -walk. The extra police presence was at the request of Mayor Steven Grant. February 2111 — Sergeant Diehl conducted three (3) separate extra patrols of Gutter -Smith. The extra police presence at this business was at the request of Mayor Steven Grant. February 2111 — We attended the Cub Scout Pack #243 meeting. February 21" — We facilitated children at the Poinciana Elementary cross -walk. The extra police presence was at the request of Mayor Steven Grant. February 22i1— Sergeant Diehl conducted four (4) separate extra patrols of Gutter -Smith. The extra police presence at this business was at the request of Mayor Steven Grant. February 22n1— Officer Paramore renewed Z -Mart's Trespass Agreement. February 231" — We facilitated Adopt -A -Cop® with mentoring children at Poinciana Elementary School. February 23rd — Sergeant Diehl conducted three (3) separate extra patrols of Gutter -Smith. The extra police presence at this business was at the request of Mayor Steven Grant. January 23''1 - We mentored a child at Congress Middle School, through the Boynton Beach Police Department's Boys in Blue Mentoring Program. February 23r1 — We facilitated children at the Poinciana Elementary cross -walk. The extra police presence was at the request of Mayor Steven Grant. February 23r1 — Sergeant Diehl attended the Heart of Boynton — Homeowner's Association Meeting at Carolyn Sims Center. February 23r1 — Officer Paramore attended the Poinciana STEM — Black History Month Ceremony. 20 February 241h — Officer Paramore participated in a Driving under the Influence — Saturation Patrol. February 2511 — Sergeant Diehl facilitated Cub Scout Pack #243 with their scouting trip to Renaissance Festival at Quiet Waters Park, Deerfield Beach, FL. February 271h — March Yd — Officer Paramore attended SWAT Training — hosted by the Palm Beach County Sheriff's Office. February 2711 — Sergeant Diehl conducted four (4) separate extra patrols of Gutter -Smith. The extra police presence at this business was at the request of Mayor Steven Grant. February 2711 — Sergeant Diehl facilitated children at the Poinciana Elementary cross -walk. The extra police presence was at the request of Mayor Steven Grant. February 281h — Sergeant Diehl conducted four (4) separate extra patrols of Gutter -Smith. The extra police presence at this business was at the request of Mayor Steven Grant. February 2811 — Sergeant Diehl facilitated children at the Poinciana Elementary cross -walk. The extra police presence was at the request of Mayor Steven Grant. February 2811 — Sergeant Diehl attended the Cub Scout Pack #243 meeting. March 2017 February 2711 — March 3rd — Officer Paramore attended SWAT Training — hosted by the Palm Beach County Sheriff's Office. March 1" — Sergeant Diehl conducted four (4) separate extra patrols of Gutter -Smith. The extra police presence at this business was at the request of Mayor Steven Grant. March 1" — Sergeant Diehl facilitated children at the Poinciana Elementary cross -walk. The extra police presence was at the request of Mayor Steven Grant. 21 March V — Sergeant Diehl took the police mountain bicycle to Bike America® to have serviced for up -coming training. March 2"1 — Sergeant Diehl conducted three (3) separate extra patrols of Gutter -Smith. The extra police presence at this business was at the request of Mayor Steven Grant. March 2"1 — Sergeant Diehl attended the Heart of Boynton — Homeowner's Association Meeting at Carolyn Sims Center. March 6th — March 91h — Sergeant Diehl attended Police Mountain Bicycle Training — hosted by the Fort Lauderdale Police Department. March 711 — Officer Paramore attended TACMED/D-Dey Response Training — hosted by OK Corral Gun Range. March 81h — Officer Paramore facilitated children at the Poinciana Elementary cross -walk. The extra police presence was at the request of Mayor Steven Grant. March 8th — Officer Paramore facilitated children at Carolyn Sims Center — Sweat with a COP. March 9th — Officer Paramore facilitated Adopt -A -Cop® with mentoring children at Poinciana Elementary School. March 91h — Officer Paramore mentored a child at Congress Middle School, through the Boynton Beach Police Department's Boys in Blue Mentoring Program. March 91h — Officer Paramore attended SWAT Training. March 9th — Officer Paramore attended the Boynton Beach "Meet the Candidate Forum" — the meeting occurred at New Disciples Church 239 NE 12th Avenue, Boynton Beach, FL. March 10th — Officer Paramore facilitated children at Carolyn Sims Center — Sweat with a COP. March 1311 — Sergeant Diehl conducted four (4) separate extra patrols of Gutter -Smith. The extra police presence at this business was at the request of Mayor Steven Grant. 22 March 1311 — Sergeant Diehl facilitated children at the Poinciana Elementary cross -walk. The extra police presence was at the request of Mayor Steven Grant. March 1411 — Officer Paramore attended SWAT Training. March 1411 — Sergeant Diehl conducted three (3) separate extra patrols of Gutter -Smith. The extra police presence at this business was at the request of Mayor Steven Grant. March 141h — Sergeant Diehl facilitated children at the Poinciana Elementary cross -walk. The extra police presence was at the request of Mayor Steven Grant. March 141h — Sergeant Diehl attended the Cub Scout Pack #243 meeting. March 1511 — Sergeant Diehl conducted two (2) separate extra patrols of Gutter -Smith. The extra police presence at this business was at the request of Mayor Steven Grant. March 1511 — Sergeant Diehl facilitated children at the Galaxy Elementary cross -walk. The extra police presence was at the request of Vice Mayor Mack McCray. March 1511 — We facilitated in the "Things that GO Fair" at Poinciana Elementary. March 161h — Sergeant Diehl conducted four (4) separate extra patrols of Gutter -Smith. The extra police presence at this business was at the request of Mayor Steven Grant. March 16th — Sergeant Diehl facilitated children at the Poinciana Elementary cross -walk. The extra police presence was at the request of Mayor Steven Grant. March 161h — Sergeant Diehl attended the Heart of Boynton — Homeowner's Association Meeting at Carolyn Sims Center. March 1611 — Officer Paramore attended the Cub Scout Pack #243 Pinewood Derby at JFK Charter School, Lake Worth, FL. March 17th — Officer Paramore facilitated children at Carolyn Sims Center — Sweat with a COP. March 171h — Officer Paramore participated in a Driving under the Influence — Saturation Patrol. 23 March 2011 — Sergeant Diehl conducted four (4) separate extra patrols of Gutter -Smith. The extra police presence at this business was at the request of Mayor Steven Grant. March 21s1 — Officer Paramore attended SWAT -related incident. March 2151 — Sergeant Diehl conducted four (4) separate extra patrols of Gutter -Smith. The extra police presence at this business was at the request of Mayor Steven Grant. March 21s1 — Officer Paramore assisted the Traffic Unit on having the police motorcycles serviced/maintained — driving the motorcycles to West Palm Beach, FL. March 2151— Cub Scout Pack #243 meeting was canceled due to the school being closed for the Spring Break. March 22°d — Sergeant Diehl conducted four (4) separate extra patrols of Gutter -Smith. The extra police presence at this business was at the request of Mayor Steven Grant. March 2211 — Officer Paramore attended the Citizen Observer Patrol (COP) Luncheon at Intra - Coastal Park. March 2311 — Sergeant Diehl conducted two (2) separate extra patrols of Gutter -Smith. The extra police presence at this business was at the request of Mayor Steven Grant. March 231 — We facilitated the Community Redevelopment Agency (CRA) with their Career Expo located at the Carolyn Sims Center. March 23rd — Officer Paramore facilitated Adopt -A -Cop® with mentoring children at Poinciana Elementary School. March 23rd — Officer Paramore attended Police Motorcycle Escort Training, hosted by the Palm Beach County Sheriff's Office. March 2511 — Officer Paramore attended the Boynton Beach K9 Competition at the Boynton Beach High School. 24 March 2711 — Sergeant Diehl conducted four (4) separate extra patrols of Gutter -Smith. The extra police presence at this business was at the request of Mayor Steven Grant. March 2711 — Sergeant Diehl facilitated children at the Poinciana Elementary cross -walk. The extra police presence was at the request of Mayor Steven Grant. March 2811 — Officer Paramore attended the Cub Scout Pack #243 meeting at Poinciana Elementary School. March 2811 — Sergeant Diehl attended "Strong Starts Initiative Dialogue Group" hosted by Pathways to Prosperity. The meeting was held at St. John's Church — 900 N. Seacrest Blvd., Boynton Beach, FL. March 281h — Sergeant Diehl conducted five (5) separate extra patrols of Gutter -Smith. The extra police presence at this business was at the request of Mayor Steven Grant. March 2911 — Sergeant Diehl facilitated children at the Poinciana Elementary cross -walk. The extra police presence was at the request of Mayor Steven Grant. March 29th — Sergeant Diehl conducted four (4) separate extra patrols of Gutter -Smith. The extra police presence at this business was at the request of Mayor Steven Grant. March 29th — We facilitated the Boynton Beach Parks and Recreation with "A Night of Family Fun" located at the Carolyn Sims Center. March 3011 — Officer Paramore facilitated Adopt -A -Cop® with mentoring children at Poinciana Elementary School. March 3011 — Officer Paramore attended the Chief's Town Hall Meeting at Seagate of Gulfstream located at 2020 S. Federal Highway, Boynton Beach, FL. March 3011 — Officer Paramore attended the Heart of Boynton — Homeowner's Association Meeting at Carolyn Sims Center. 25 I Sweat with a COP _ Sweat with a COP C� r all K . a. R�7 mr, "Things That GO Fair" I 1 ��111 � � 1 J Adopt -A -Cop Mentoring 28 Scouts #243 — Renaissance Festival Farm Share at St. John's Church 29 -�o O M Scouts #243 Pinewood Derby Farm Share at St. John's Church 31 Law Enforcement Lunch at Galaxy —"Rompp— "IW A Night of Family Fun K9 Competition at BBHS 33 Adopt -A -Cop Mentoring APPENDIX A 34 APPENDIX B 35 APPENDIX C 36 BOYNTOCRA ...rBEACH CRA BOARD MEETING OF: April 11, 2017 (Tabled 3/15/17) Consent Agenda I X I Old Business I I New Business I I Legal I I Information Only CRAAB AGENDA ITEM: XIII.B. SUBJECT: Consideration of Purchase and Development Agreement with Ocean One Boynton, LLC, for the CRA Owned Property Located at 222 N. Federal Highway, a/k/a the Ocean One Project SUMMARY: On March 8, 2016 the CRA Board received a Letter of Intent from the adjacent property owner, Ocean One Boynton, LLC, to purchase the CRA owned property located at 222 N. Federal Highway for purposes of redevelopment (see Attachment 1). The proposed project utilizes the CRA owned parcel and developer owned property to build an 8 -story, 231 residential mixed use building with 8,575 square feet of leasable commercial space. The developer described the remaining portion of the development site as Phase II of the overall project with an estimated 118 residential apartments along with a 100 plus room hotel. Additionally, the CRA Board approved the issuance of a thirty -day Notice of Intent to Dispose of Property as required under Florida Statute. At the January 10, 2017 CRA Board meeting, the Ocean One Boynton, LLC, development team presented their proposed project site plan to the CRA Board. In addition to the site plan presentation, Ocean One Boynton, LLC, also presented a request for Tax Increment Financing (TIF) to provide the additional funding necessary to complete the project. After review, the Board approved the proposed site plan as being --nsistent with the goals and objectives of the CRA Plan. Regarding the proposed TIF request, the Board acted the developer to consider including additional items to benefit the public. These items included more Nuolic parking, workforce housing, filling the retail/commercial spaces and a Community Benefits Agreement for job creation. On February 9, 2017, Ocean One Boynton, LLC, submitted a Purchase and Development Agreement for the CRA Board's consideration (see Attachment II). CRA staff and legal counsel have reviewed the agreement with key terms and conditions presented as follows: Purchase Price: $10.00 Deposit: $1,000 refundable at Closing Closing Date: Thirty (30) days from Site Plan approval by the City Commission Commencement of Construction: Shall take place within two (2) years from the date of Closing (Construction Commencement Period). If the Purchaser fails to commence construction within the timeframe provided, Purchaser shall be obligated to commence construction of a public plaza on the CRA's property no later than twelve (12) months after expiration of the Construction Commencement Period. Special Warranty Deed: A Special Warranty Deed will be recorded concerning the Purchaser's obligations described in the Commencement of Construction Period. As of the date of this meeting, CRA staff has not received a draft Tax Incentive Funding Agreement from the Ocean One development team for staff review or presentation to the CRA Board. Only the terms and conditions set forth in the Purchase and Development Agreement are being presented for the Board's 'isideration. light of this fact, any obligation or requirement for the Purchaser to provide the public benefits sought by the CRA Board would need to be added to the Purchase and Development Agreement before execution to ensure these items were provided. BOYNTONRA �IBEACH FISCAL IMPACT: If the CRA Board approves the sale of the property for less than the fair market value of $460,000 as established in the appraisal dated January 5, 2016, then the sale of the property will require approval of the City Commission prior to execution of the agreement (see Attachment III). CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan - Downtown District (pages 81-92) CRAAB RECOMMENDATION: In order for the CRA Advisory Board to recommend acceptance of an LOI by Ocean One, the LOI terms would have to include some type of claw -back provision and be consistent with other closing date terms. Here are our suggestions (see attached): • Closing date should be consistent with other CRA property transfers — close when construction financing has been approved and the developer breaks ground, not just when the site plan is approved. • Put a lien on the property for its assessed value of $460,000 so that Ocean One can't just sell the property having paid only $10 for it. Such lien would be subordinated to construction, but would otherwise apply. The lien would not be released until all phases of the project are complete. • Provide a first right of refusal to the CRA Board for $10 to repurchase the property should Ocean One decide to sell rather than build. This gives the CRA Board the ability to leverage this property with the new landowner. Additionally, this right of refusal could be exercised at the end of 5 years if Ocean One has not developed the entire site. • Require Ocean One to build the hotel first to create jobs and eliminate the blight that exists on the old Bank of America site now. Before this LOI is signed, Ocean One needs to provide Letters of Inte from hoteliers. • Provide additional public parking (costing $460,000) on this site or elsewhere in Town Center to make up for the under -parked situation that exists at the Boynton Harbor now (currently 30-50 cars park illegally on the site daily). CRA BOARD MOTION/OPTIONS: 1) Motion to approve the Purchase and Development Agreement with Ocean One Boynton, LLC, for the CRA owned property located at 222 N. Federal Highway. Please note: For purposes of the motion, if the CRA Board approves the sale of the property for less than the fair market value, then the sale of the property will require approval of the City Commission prior to execution of the agreement. 2) Motion not to approve the Purchase and Development Agreement with Ocean One Boynton, LLC, for the CRA owned property located at 222 N. Federal Highway. 3) The CRA Board may consider introducing additional terms and conditions to the Purchase and Development Agreement prior to offering a motion to approve. Michael Simon, nterim Executive Director CRA Advisory Board Recommendation: Purchase and Development Agreement 222 N. Federal Highway The CRA Board received a Letter of Intent from the adjacent property owner, Ocean One Boynton, LLC (Ocean One) to purchase the CRA owned property at 222 N Federal Highway. The CRA Advisory Board recognizes that this is a significant project for the CRA District and also realizes that providing assistance to the project will fulfill its mission of eliminating slum and blight and providing economic development in the District. However, the current terms of the LOI do not sufficiently protect the CRA and the taxpayers in the event that the proposed project does not occur or does not occur timely. The stipulation that after 3 years if the site is not developed that Ocean One will construct a public plaza does not provide enough community benefit to justify the $460,000 cost to the CRA — no jobs are created and no economic benefit will occur even though the CRA site will be slightly improved. Therefore, the CRA Advisory Board recommends that the CRA Board not accept the current terms of the LOI. In order for the CRA Advisory Board to recommend acceptance of an LOI by Ocean One, the LOI terms would have to include some type of claw -back provision and be consistent with other closing date terms. Here are our suggestions: • Closing date should be consistent with other CRA property transfers — close when construction financing has been approved and the developer breaks ground, not just when the site plan is approved. Put a lien on the property for its assessed value of $460,000 so that Ocean One can't just sell the property having paid only $10 for it. Such lien would be subordinated to construction, but would otherwise apply. The lien would not be released until all phases of the project are complete. • Provide a first right of refusal to the CRA Board for $10 to repurchase the property should Ocean One decide to sell rather than build. This gives the CRA Board the ability to leverage this property with the new landowner. Additionally, this right of refusal could be exercised at the end of 5 years if Ocean One has not developed the entire site. Require Ocean One to build the hotel first to create jobs and eliminate the blight that exists on the old Bank of America site now. Before this LOI is signed, Ocean One needs to provide Letters of Intent from hoteliers. Provide additional public parking (costing $460,000) on this site or elsewhere in Town Center to make up for the under -parked situation that exists at the Boynton Harbor now (currently 30-50 cars park illegally on the site dally). CRA Board Minutes January 10, 2017 r x 7AS 2. �• 1Mlel� Mra4 *hWher or not frltll'*bWky kwdvernerd No l� or MW VAL Mr. BL-n"O k &! i h MNe1rt Daw�i Theta amnewre oha»snped the rule Chrfbtnras and IW h� rat heard Adp 1 •�rppopHpC to rate prior to have MPWM It � l* Yw In Duvall Cow* ow If0 t WOW� � Chair OW-'MdhIh 110110elm The bdo�d *Mrnmm forrdd brr hia b t th,��,, "LD1 rjo hOUMV. D. wmw*Parg� t r I be .on CPA anef BWkw) tha 107 Aar. Prq�sot 811e Know n ate, Jr. Ioo�the H oit f 8aynbn Tebled 10MQI't6 S. Fir MW*d;bion of Sibs Flan wWbt Firarea httrer>tive fur the CRA {limed orb+ i coated at?21 itJIM . Mr. nt Prig, which i� own bef dbaniic, on Mw sNe pian as prat of the go Board. appna+errl addbpoW Of pr Pwfy f the CRA, tt a part of tho aorN* LWW' rapnsseft the Ocfaarl One Plano the ske for 20 yew and a she pan woa: d beforew*vnW not sva i bis, ft p OJW was . equity money was An moral of the pmpwW w" vl vM. lire atbjeot slbe was bounded byBoYnIon Beach Boulevard an the m th, INE 0 Oourt on "0, Federal Hbhway on the worst and Ocean Avenue on am*. The shs hes urea parpela. The CRA owns a a* of property on � north side while the ntyoetily of the *>re Y owrred by her lard. The P Vlw* w xW be a LAVASSOCIFFrIffic #0 e . A rrdr pjmwas Pham 1 was being proosesad Mneough prows and hed 8 bt !*none dela. Phase I was on the north heel[ of #* site whbh warn on CRA land, and was a mbmd ei O pts with 231 mftsmW Hfor spo*nenter mW 8-870 *quare %et of rami whbh wraps the pry Cm FodsrM aide Y Ow"m Beach Boule�+ard. 8poos ort Federal Highway on the west aia dths co Of N Court6 a ander and MW in Maes oMW � 0 the mw will be the other than ' TkY am f tD kr what odw beAfrwd it fee ons of Mie = 8rid had inlsrefsi ttom m and etre Joey so It *stated to netd. sty 1s an eight story tower Scene Interest wrw exp mw on a tater kupp �o b' If over 9d t a s�rdlicant 11:1m in OMMOY, the nrruic�t is On ptrE dory buiiding. The to buldling.* srbd b. p-� by ppWad � am sewer* t onsouth of p �p The Pel 8 pry pwkbV oarrrpormd as well. 11 Board Phase II Is primarily on Ooean Avenue and the south portion of the property. Two principal uses they expect was a hotel use and a condo that may be taller than eight stories as there are nice views from the southeast vomer of the overall site. There will be a public plaza courtyard component In the center including 60 public parking spaces. There are sorlvenees actors on the data sheets, but there are 50 public parking spaces for Phan I that will be located an the ground levet and on the lot as depicted on the master plan. They were asked to Install on -street parking on Federal Highway and NE 61h Court and they will be used fbr commercial and public parking. The units are studios with a few three bedroom units with most being one bedroom and one bedrvome with a den. The parking requirement for dtQ entire project It 413 spaces and the 50. spaces for public parting brings the Phase I parking ictal to 463 spaces_ Aitomey Misket advised they have to dean up some of the Impacts of the changes made. A graphic to show what ground level parking will be was viewed. The site for this Phase 11 project until construction will be a green open apace area. They will be used for Commercial uses, and some spaces for residential, but most of the residential units will be located on the upper levels of the parking garage. Thera is a first level amenity deck with s pool, and there will be a gym and olub roams for the residents. The upper. levels ane all residential. She reviewed the south elevation from Boynton Beech Boulevard and Federal Highway pointing out there will be a nftlt restaurant likely to be kxarted on the comer and there will be some sort of artistic amenity on the comer to kientNy one has arrived at the Intersection. The amenity deck was on the ground level. They wrapped the game so it does not look like a garage. There was a request for a bus shelter, whloh they Incorporated into the side of the building W maks It more attracNe. Vice Chair McCrary noted 50 parking spares were Included in Phase I and asked N Phase 11 will have 50 parking spaces and learned they would. Attomey Miskel explained they reserve the right to relocate the 50 spaces as they conatruct phase 11. Chair Grant arcked how long between Phase I and U. Attorney Miskel explained the Code In Boynton was different thein other downtown urban Codes. The City's parking rates do not allow the applicant to conduct a study to show how minced uses genera fewer nate. The goal before Phase II is to revisit It with staff. They believe there will be empty spaces on the upper reeldentlel level of the parking garage. Betmmn Phase I and Phase 11, they would like to move gate on the ramp (reeding to the second level and move it up In parking garage so when they get to Phase kf the 50 spaces are always available. Staff acknowledged an urban form that allows them to consider the options were somethPV other ofties were doing. They will find a way to have the parking evalfable. Chair Grant asked about the timeline between the dftrent phases and learned Phase I needed to be open and occupled for a. while before they start with another residential tower. The hotel may comer in sooner because there has been Interest. Chair Grant commented he cannot give the land away. He commented he could not do anything about the DIFA without knowing about the hotel and when Phase 11 was coming because there Is the possibility it will never occur. Attorney Mlskel commented that was 12 Minutes the purpose of spiltting the project into phases. The developer wig Include In Phase I public parking and an open space. The CRA parcel an the north side of the sibs Is not targe enough to develop a building and park, but staff envisioned it to be a publlo space. When Phase ii comes in, the applicant wit replace whet they take away and give a public oourtyard. The project hit the Clty s targets In several ways addressing public parking, open space and the Transit Oriented Development (TOO). Chris Brown, of Dekay Reach, advised he moved to Delray 25 years ago and was the CRA Director between 1681 end 2000 and since then, his firm provides many services to many cities, as well as managing the CRA In West Palm Beach. Mr. Brown had observed that every successful urban city has a stmt that defines the downtown, Delray has Atlantic Avenue and Ft, Lauderdale has Les Ola$, He commented it would be Federal Highway for Boynton Beach. He commended Boynton Keach Boubvwd does not define the City and Ocean Avenue does not define it yet. He owwr ted the have a street they are trying to renovate and make a downtown and there is no more Important land use than housing. Retail is not needed In the beginning as housing Is needed to attract residents to the shops and cuf6s; and create a weYcabie City and this project represents those attributes. Mr. Broom thought if an applicant was asking for an incw&m, they have to meet FIs and objet tme of CRA which were In the Redevelopment Plan, the Downtown Master Plan and the Federal Highway Corridor Plan. The project meets the goals as they create on -street parking on Federal Highway. He noted Federal Highway Is owned by the Department of Transportation (DOT) and they do not want on -street parking, but he negotiated It on Atlantic Avenue from Swinton to 1-85, and they kept on -street parking and it helped rstell. They decortif4ed the DOTs road from Federal Highway to Swinton and It saved Delray as It is no longer owned by DOT. He commented ttwy spent a tot of money in making this a walkable project. It Is surrounded on all four sides by wide skiewelks, street his, and underground electric, which was another objective. There are outdoor plazas, csolik, dining areas and restaurants. He teamed that restaurants would be the retail that would matte the downtown In Delray. He recruited 20 restaurants, some of which are sell there suoh as DADA, 32 E and City Oyster. When someone comes In to ask about Boynton Beach and Federal Hlghway, he recommended they consider outdoor dining as he would not want any restaurant on Atlantic Avenue to not have outdoor dining. Those that did not have outdoor dining do not do very well. Structured parking to an urban enviroment was another fulillWnent of the Master Plan. He oomrronW this should be included in every project Included In an urban environment, with the exception of a small townhome project. Mr. Bmwn explained the economic Impacts were included In the meeting materials. When both projects are finished, there are 308 permanent jabs which come from the management of tha ape (tents, condos, hotel and the retall. The first phase of retail is aver 8,500 square feet. He noted 32 E has 74 employees and restaurants have enormous employment. 13 Minutes He thought combined with consumers and retail expenditures. The project would add about $40 million Into the focal economy. Vice Chair M©Cray asked if they would hire local contracWm and workers;, noting their slide Indicated there would be 896 construction jobs and learned they did this for Pompano Beach. The Pompano Beach CRA has a program where they get local contractors to hire local workers. They sign contracts with them. `there was a Marriott Hotel built and they placed 64 workere In jobs. They essentially run an employment so the contractors, subcontractors, property managers, retailere and all else on the property to be local. They have an employee they would sand from Pompano to run the program In Boynton Beach, Phase i has 239 residential units and aver 8,500 feet of retell. Phase it has more residential units and a hotel and about 5,000 square feet of retail. He noted the extne things Involved in the project total $6.5 million, and commented they would like some of the money back which was TtF funds they would request, He commented there would be 50 publtc paridng spaces In the gage and on the surface Sart a cost of $1.1 million. They would spend about $700 thousand on the perimeter of the este and making it a walkable community. Mr. Brown thought if there was no walkabout community there would not be a successful downtown. He commented Delray Beach does not have a vacancy rate and has a walling fist on nearly every apartment bulkdit because people want to walk to where they are going. Miliannials who rent apartments are not about the car, it was about a diftrent lifestyle. He noted Boca RAW developers are moving to Delray. He mviawed a fide depicting they will spend about $700,000 on the perimeter; $293,000 on water/sewer connecOon few, $500,000 for FPL relocation; $28,OW for utility relocation; and an upgraded garage exterior facing Federal Highway and NE 6'" Court casting $500 thousand, a linear retail shall at a cost of $M,000, Florida Green Building design for $500,ODD; County impact fiess at $1,573,622 for the schools, transportation and partes and the City impact fees all of which totaled $S.5 million. The applicant was looking for $42 million and provided an 6 -year and a 90 -year model. They preferred to use an $-year model. Ha noted 500 Ocean has a 10 -year model. Mr. Braun explained they were not only providing public parting In the first Phase, but putAc parking In Phase II. Mr. Brown expla"vred the Phase 11 cost to the developer was $5.08 million. He reviewed the various coats as contained In the presentation such as public perking and a public plaza. He commented there Is no better use in a downbmm than a hotel, as guesk want to go out and spend money. They want to build an extraordinary lobby, to alt of pedestrians and rake it an attraction. He explained they www requesting $3.6 million for the second phase In an 8- or 10 -pear payout model. He pointed out funds} were based on calculations of what the tax revenues will bring, but the CRA will payout based on what they actually do. 14 Minutes ,f. Board Vice Chair MoCroy asked Mr. Simon about the 10 -year model and If they have the funds and learned the CRA did. The funds would come from the Tax Increment Flnanofng (TIF) that Is generated from the project itself and there are future TIF revenues they will share. The developeer would receive 75 % of the TIF generated for the year and the CRA would get 25% In the future. Mr. Cosello understood the developer needed the CRA parcel for the project and asked If Phase Il was never developed, It would be turned back Into a public park. Attomeey Mlsket explained If Phase I did not go forward timely, they can craft language which would require the developer to build public plaza enhanc ernents on CRA band. The ether poaslbillty, If Phase 11 did not occur timely, were the deve3kn*r create an open apace In Phew 11 so wham Phase ti Is constructed them will be a subetw tial public plaza and courtyard componertt. Either way the CRA Is covered etlher on Phase I or Il bit when Phase I Is constructed, it will be on Phase Id until Phase dl Is constructed Mr. Casello Ake the design of the garage. Mr. Caseelio asked about the $125 rni ion socnomfe development benefit. Mr. Brown explained the have a oer5tled Economic De3velopment specialist on staff and they have computer programs that rrtako the calculations. Me. Romalus asked whet the projected revenue on the project property would be and loomed Me. Harris, CIA Finance Director has detairmine;d the projected tDW was $3,061,280. This used the entUpoted rrJ]kge as goes forward through the years over the course of the TIF agreement_ In year 10, the total goes to $8,2438,623 at about X500,000 and $600,04)0 per year, would be created for the CRA if the Board obligated Itself to a percentage payback over the 8 or 10 years according to the agreement the Board makes. Mr. Simon agreed to provide a copy of Me. Harris' calculations to Vice Chair McCtay, Chair Grant noted the TIF Casa Costa required retail and asked If they would fill the retell. Mr. Brown axphdnod If you buld recall, which must be included In mixed use, it takes about one year longer to fill retail than resklerdlel. It takes time to make tangent Improvements after they receive the Cerdficate of Occupancy on the building by about a year. Chair Grant noted the Promenade offered retail below morkeet value to get k filed and asked If they would do so. Mr. Si = polnied out this Is a condition for receiving TIF. Mr. Brown and Attorney Miskel thought It was unfair, They ars willing to offer retail. Mr. Simon explained If retail is not filed at the time of the TIF request to begin receiving MR Attorney Miskei asked what oonstItuted filling reetall as they had 8,575 square feet and multiple brays. The gym will be open immediately. Chair Grant noted they had four spaces, not including the gym and he would consider It tilled if two out of the four spaces were filled. Attorney Miseki agreed to work with sW to seek N there was something acceptable to come up. Mr. Brown noted one disadvantage was the Planning DeparknonVe request 15 for shallow retail. Chair Grant commented the space of retail does not make sense, Mr. Brown commented they could lease it to the CRA for community exhibits until the project was fully operational. Attorney Duhy rec*lved clarification about the table on the slides which indic:stes ttm CRA TiFIDiFA and rebate was the amount they would receive and the correlating column of rebate Is the pwwtage and learned it was the peroentsge the CRA would receive that tax year and the amount the developer would receive, Chair Grant askaad If that was an estimate or what the property appraiser would do. Mr. Brown commented it was a conservative estimate. Chair Grant asked about public partying, noting Marina, Village hes paid public parkfrrg at certain times. He asked If there would be paid parking during events. Attorney Miskel explained it was up to the CRA or City. If they wanted a meter roll out. Mayor Grant asked when year one would begin and if is was when the CwNcWw of Occupancy was recelved or when the site plan is approved for year one. Mr. Brown explained year one was when they CRA receives a check from the County from the project. There Is always a lap. if a Certificate of Occupancy is given in 2018, It is appraised In 21 I8 and on the tax bill In 2019 and the CRA reoehres a check In 2020. Mr. Simon explained evidence of that would be requW before disbursing payment for that year, Mr. Katz commented Phase I and iI Is an issue and he dui not know if there wag & way to gat more assurances regarding Phase 11 and a hovel. With regard to TIF, they need some assurances It will be pursued to ensure It Is not a two or four year delay between the completion of the 11rat phase Is oompleted to the shirt of Phase 11, Attorney Miskel explained there was interest from two hotel developers and there were no other discussions with a residential developer for the condo. She noted hen~ Delray has the Hyatt downtown, Boca baton had a soft opening of another Hyatt in theft downtown, to other cities are getting hotel site planit, approved as did Lake Worth about three or four months ago. The market seems to be stronger today, contingent on aivallabillty of money and funding. Attorney Misksl's client is very Interested in getting a hotel developer because they believe it Is the right use for the site. tt worka uvea with Phase t and It. There has been an aifort on her client's teems who have real estafia experts and brokers who ems confident It was why they separated the Incentive package into two packages. They think it Is the right use. Chair Gwent opened public comments, Unde Crass, 628 Casa Lomb Noma Boulevard, Marina Village, thought tmte was discrepancy with the 50 public parking spaoea for each Phase II totaling 100 spaose. Mr. Brown confirmed it was. She thought when looking at 231 units in Phase I and Phase it had about 118 units, file total was 349 units. She commented Marina Village has 348 units and they haver over 700 space* in the garage, 120 of which are devoted to the CRA and they are bursting at the seams. The concept millernnM do not drive is untrue and they have more than one oar, They have all the on -street pwidng available, but the Marina Visage tenants have two care, but only permitted one space. She 18 Minutes i`o,ri Implored them do something about the parking. She noted Phase 1 had 413 parking spaces and she did not know how much parking was Included In Phase 11, but adding 100 parking spoon to Phase I was 613, still 840 lees then Marina Village has now. She thought throe not enough parking and there Is a slgnific ent parking problem. She also commented the TiF funds were money the CRA would have in the future to spend on other projects. She noted the Board could be giving away other projects for this project. She thought the amounts the developer wants for DIFA was to pay for items every developer has to install. She did not see the developer giving the CRA any more value for the amount of DIFA they are requesting. Harry Woodworth, 885 NE UP Puce, agreed with Me. Cross about parking. He explained there la not enough parking And it will be a mess. He commented. the IT funds come fnam Sara Sims and other places and If the CRA provides $600,000 for the neat 10 years, It was funds not spent somewhere slew. The City has a terrible track record regarding T1F, citing Casa Costa, and ail they were told that would happen did not happen. He commented the apace will never be rented as 10 years went by and it still has not worked. He emphasised it does not work, The parking did not work at Casa Costa, Lee Ventanas or Marina Village, nor did the retail and he questioned why the Board was repeating Itself. He saserted the beat real estate agents cannot rent un - rentable properties. He thought they should scale the TiF and Codd deliverables. He thought TIF should be proportionately paid based on the number of retail spaces nested. He explained If performance dollars and time defined in a project, the project does not get - done. He inquired ii Phase 11 Included performance mmmuremsrds, timallne or costs associated, because if not, the project will not get done. What is rewarded gets done. He urged the Board to determine what it words because If they do not, the project will not happen. Buck Buchanan, 807 Ocean InW Drive, discussed a comment made by Mr. Brom which was cities are defined by streets, such as Atlantic Avenue, Delray Beach, Clematis Street, West Palm Beach, and Las Olga In Ft. Lauderdale. He commenW Boynton Beach will be defined by Federal Highway, which was not a street, It Is a highway that 1s big, difficult to cross and one reason why the Woman's Club does not get more action because there Is parking across the street. He did not think Federal Highway would be the defining street sa it Is a defining gateway from the north and south, which should be beautiful because of that. He thought Boynton Basch Boulevard could be more of a defining street unlace they made Federal Highway Wm lanes. He wanted the Board to take the TiF funds and invest it In parts of the City that wig work better together. Use Browne Sonia, 720 E Ocean Avenue, Cosatal Towers, commented she was a newly appointment member of the Recreation and Partes Advisory Board. She Is a single mother and wanted to share her opinion on the project and other similar projects. She speaks on behalf of parents of young children. She hoped as the Board makes decisions they consider there are many families with young "lies who live In a ora to two-rrAo radius of the project, who lives there because they want to be does' to nature 17 or traffic. They do not went more traffic or storefronts or street destinations. They are In Boynton Beach not Delray or Ft. Lauderdale. They like the small neighborhood environment where children can enjoy the beach and park neighborhoods. She requested they corrstder who lives in the . City and why they moved to the City. Residents want what they already have. it needs to be safe. She did not went the Board to look at the opportunity for the wrong reasons because many citizens who want to be here and may no( want to ff the focus Is on this type of development_ Linda Cross, 65 Casa .Loma, Unit 601, commented there was still a: discrepancy with the parking spaces. Attomey Miskel oommented the Phase I required parking Is 413 spaces per Code which they meet In Phase I they are arddin an additional 50 parking spaces above the required amount. When they develop Phase II, they have not developed the parking ratio because they do not have the exact square footage or number of unite, but whatever It is, the additional perking raquired by the Code for that Phase could be another 360 parking spaces. When developing phase 11, they will do 'what Is required for Phase It and add another 50 spaces. It Is speculative at this point. They will meet the requirement ,and add additional parking. As to the 100 total public parking spade, there is an additional benefit for the City. Some smaller retailers VAN have the opportunity to have customers use the parking. It enables patrons from surrounding establishments to take advantage of the parking. Me. Romeius sOwd about the proposed site plan for Phase 11, noting the required parking was 413 and with 50 additional, would total 439. Attorney Miskel explained It was a Serivenoes error as there vmra several changes to the site plan. There will be 413 total parking spaces and there were a number of changes, i.e_ retail space on Federal Highway so they are making adjustmertta, but they wig have 463 for Phase I. No one else corning forward, Public Comments was cbsed. Mr. Casello agreed with Mr. Woodworth they can install shells which are almost impossible to rent. He noted Ms. Croes' statement about Marina Village, if they could park on the upper floor, It would alleviate parking issues. Ms. Cross had commented that was TIF money and money they do not have for other projects. Mr. Casello pointed the only way money will be generated is by the project coming to fruition. He noted the Board was trying to improve a blighted area. If they do not permit the project, it wee 3500,000 or $WO,000 of funds they do not have to complete some of the projects. Chatr Grant looked at the Property Appraisers website, and Indicated 10 years ago ft was grossing over $130 million, but the project could be left vacant indefinitely. Her agreed some of the Improvements were normal developer costs Including City Impact fees and building per rite, but Chair Grant commented, If they needed more money for more parking, the Board could probably all agree because they had 60,000 people attend Pirate Fest, and this is future tax money for the CRA. He thought the Board wanted the hotel there, they should get something In writing and what the CRA can help for that aspect. He was aware the project was in a Traffic Concurrency Exception Area 10 Minutes h01 -,Fit (TCEAA) and Level I and 11 studies for traffic were needed. The two Issues were more parking and ensure a hotel Is on the property without Wvng it open to the market farces. like Chair McGrsay wanted local contractors or people working on the project. Attomey Miskel explained they could work that into the project and most projects Included it. Chair Grant explained woriftrce housing was one reason to get TIF. Attorney Mickel advised they will look Into it as she was unsure how off the mark they are from that number. W. Katz asked about the cost for an additional parldng level and seamed ft was about $400,000 with 65 spots. Mei thought It would be better to get an additional 50 It would be bseneicial for the CRA to get the maximum amount of psrldng. Delray built a parking garage, which Is sometimes full as Is the courthouse parking. He wwted to keep Boynton Beach a family -friendly town, but noted the area was the Central Business: District Mr. Simon explained this is not an approving body of a alta plan. Staff warmed general consensus that the projed meets the Inhwnt of the CRA plan and the Intent of the project they spsec#ted In their biter of Irdent to purchase or use the property the CRA owns. The requirement of the ails plan Is they hm it at a City Commission meeting and a Development Board meeting. It Is not In the purview of this Board authority, only that it meets the Intent of the request for the property or their desire to dispose of the property for it. The item for TIF was looking for direction of the Board If the TIF request presented Is something the Board is In favor of, or not In flavor of to be Included in an agreement between the parties. The Board was directing staff and legal to leaave :fie meaft either preparing a TIF document or come before the Board to approve or reject the request. Attorney Tuhy explained the motion Is for staff to move forward negotiating and bfttng track a purchase and development agreement to the Board wW Mr. Simon needs a general oonsensus that the proposal, not the site pian speotiic for the property, is something the Board wants negotiated In the purchase agreement. The second motion was to negotiate a DIFA agreement for the TIF requested by the developer based on direction from the Board. Motion Mk:e Chair Mc:Cray moved to nsegotiata a purchase and sale agreement. Mr. Casello seconded the motion. The garage would be seven stories. Mr. Katy commented he would like to we the hotel be pursued post haste, but in the interest of alleviating parking concerns he would support the motions If the developer could Include; two a►ddltisonal floors of public parking. 19 Minutes I_, z I I ( i Attorney Miskel requested clarification N It was one floor per each phase and teamed the request was for the initial phase. The building is eight stomas, If adding two floors than parking would exceed the height of the main building. Mr. Katz then requested one additional floor per phase st a cwt to the developer for TIF. Attorney Miskel explained they were going to consider other alternatives such as mechanical Iithr that are being used in other oldes. Mr. Katz commented parking was a serious concern and it would deter people from coming to downtown events with regard to taxpayer funds being used for the project, Attorney Miskel thought they may be able to accomplish things, but not rr omearily with a floor, such as valet parking and stack oars on the upper deck and double the number of cats stored on the upper level thmugh the valet or commercial purposes. There are other opportunities to fres up parking without the expense. They designed their request based on the project coats and the extra parking is about an extra million. She thought they could be creative with staff and include other avenues to Include move public parking spaces on the ground levels bemuse the public: doss not want to ,go up severs levels to park. They may be able to phrow It as parking spaces as opposed to a parking level to give them an opportunity to create more spaces In a way they can be used and c rwft more public paridng on the first level. Me. Romelus noted each fk*r on average has about 55 parking spaces, asked how they can add more. Attorney Miskel explained they were standard 10' by 20' parking spaces w#h a drive aisle. Attorney Miskel was discussing casting a varlet program for the commercial and stack cake. She noted.o project in Delray Beach sand advised they uveae instituting that parking on the upper level and a half of the parking structure end they added another 100 spaces and valet parking is popular for commercial buslnessas. Attorney Duhy explained if the Board wants the agreement to have additional parking, it will come back to the, Board for approve[. The Board can authorize staff to move forward with direction for the developer to propose additional parking solutions beyond what they presented today. Chair Grant commented the moban should be to enter negotiations for TIF and shelf to consider the Board comments regard psrfting, workforce housing, filling of retali, the Community Beneirts Agreements, and the hotel. Motion Vice Chair McCray moved th approve, including the six Items. Mr. Katz seconded the motion. Mt. Simon queried d the Board was tying the agreement to two phases or if the Board was considering them individually. The agreement would potentially cover both phasse of the project under the same agreement Chair Grant commented the Board can Iknit R F7 to the hotel and not necessarily residential. Mr. Simon explained the proposal essentially changes dramatically, If it is just the TIF on the hotel. The payout is tied to the hotel, The motion unanimously passed. XIV. Now Business: A. Discussion and Dkoction for the Potential Acquisition of 416 E. MLK, Jr, Blvd Tabled 11/8116 for 00 days Motion Vice Chair Moray moved to remove from the table. Ms. Romefus seconded the motion that unanimously passel. Motion Vice Chair MaCrey mowed to direct staff to no longer haws a discussion on the above. Mr. Katz seconded the motion that unanimously passed. 1). Discussion and Direction for Purcchasing the Properly Located at 1110 N. Federal Highway Mr, Simon Identified the property and advised It Is a 1,700 square foot bull tng on .14 acres of land, It Is two buildings north of the Intersection at Federal Higfmy and MLK Jr. Boulevard on the east side of Federal Highway as contained In the meeting materials. The owner has srgroed to sell the property at the appraised value of $170,000. The CRA has been looking at this properly for some time and it is currently not rentable. There Is very limited parking at the site, the building needs to be pointed and there Is dean -up and landscaping creeds. Staff can bring book options to keep the building standing or with now coda enfoncenent d1rectivas and soolal media, maybe the CRA can acMte the space as a meeting specs with businesses or the pubic as an option_ Chair Grant thought the size of the building would be appropriate for the Communky Caring Center or even for the CRA to move -Into. He requested a motion to move fbrward to purchase the property. Motion Mr. Kafz moved to approve. Ms. Ronnslus seconded the motion. The motion possod 4- 1 1 r1, (Mr. Casella Cff&"rrft-) Ms. Romelus axplained Mr. Simon was working with Aftrney Duhy on processes so fine CRA was not fvrthooming about properties they are intending to acquire In order to the keep the pride down. 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M 11�iMlAR FIW� Ioymm WRCN OA, mrtwmN lamp FLAWS Me OLT, i � 14KY p I f s- WAINAMWO NOW,, NM CPA WIWI cf"�, * l Lrl �L � 1� MNIIN[ MOMCFA fpff FLLU OtA kkb fttr,°4owk ` ' Vwmq"m tw a !tea o+aM 101x;%ftow-Nmicift Vim'UV-Cm"kd�(etor'iailo�yaWM) rp"wt or.-# uIMIM1M�up AO► !0 9rM►T twift "axis Mwimana;ImrIv w Iata+a�par Amod"t>M we 01 �� Min imam ul,%W town AfWAPiA CRAINKM Car ommkdm 31104 l[L 3SM L Cka b t'gE+l w IL ia, and Pb* Ov dwMq ML so CMIE IV. Lapk Nm & AdMdow DOWkmk Cmood r to 9w Am* K Adopdon o'er MwBodm Clmib* O d d lbr b r p N ice AL bftm�rdww4, VIL IWmr—raeuM IB & Awl A. Mdc as alio PAWW C. 2W A= 1 Hlfey Bmh A. Approved of Mbiukx — CRA Boud Meeting FobmW 9, 2016 R. Approval of Faiod Ended February 29.20)6 Financial RqWA C' MoAiy Purohm ordam iruW Co nwt Ag►ds i *m, X. Isfarrss woo Only: A Public Cammcnt Leg Nonc if Muk bg and Busbm Dov kq ncrA C mpdp C. IvA& Re,&vding the Head of Boynton Nefglsbothood Policing Program i, I4cbiio Cowsmo bt (Note: oov m iW am Hmitod to 3 minutao in dosed* raw. Ifeartiv. No= Old DwAsm: CanaidavAm of Entafng into YrAwIml (h%nt Agcnwmt batwees the City of Boyawn Rowh CRA, and Solid Wage Authority of Palm Dm& Couwy Rnd A1law' tho, CRA Bzwutive Ducam, Brooks, to ]dabs the Avemm t an bebalfof Ow, CRA Boexi. XIV, Nrw Badnewt Caaasfdwxtkm of lw)uoal Agrawmect (IL.A) betwom the ChY of BaysM Retch &sd dos CRA the fiat pwparty Md=anos of iba NE 4t6 8breat Pwft Lot Cee+ Mmiliett of Appr+ovaf of howbosl Ag<omacut betsreoo Boys" Bmush CRA wd the M of Boyntaas Batch is ReWd to fico Solid Wssbe Autito*y of Palm Berate county Crani Considmoon of Per6ormame Audit - Boyatoo Village, LLC - IU Prawvc .' 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Tttw*.. you W�rli�gnx ayi �uu und►t � � vt� 'p��gad �� .� �uaau! is N "PON 441" IoM "u ;rouwAw q W+xtW �+d► ra47�1 ++�t1 Pim t ►pct} aru � uua ,�to'�1 IN yw Df.t i1LC?/jA vw"p t wv"opdokl Mld got "Win VN ow 9" l wb% ap"w" Pwm to" w4 mswdtA -P" OW M iMU$quwa Oft t " 1►d99~tMI R:mAlAim vrMt*+¢* nd Mi npm:p R7 ON wd M Rel AA SIL 4!d SA6iltip`J{/r X UW ydowep"3 4 o"Pumeolw" 'RM*"" • !� 7 Mcg ►pd'�Gi d+oudljo asnda!q a4 voM jo oVON Wjjt ism r►d I" �c48 Wd 9F -T 91M. 'Ad cpj; 'AQpQdiY ATTACHMENT II From: Tars Duhy <tduhyV1h%-19w.c m> sent: Friday, Februaq 3, 2017 11:22 AM To: Simon, Michael Subject: Fwd: sending: Purchase and Development Agra ww nt BBM edits. 01-26.2017 (00751286-4doc Attschwnts. Imegeow-0g; hagGOINPO This just In Tara W. Duhy Lewis, Longman & Walker, PA. (561) 6404D820 Begin forwarded message: From; Linda Devlto<Idevito@dmbblaw.com<maiko:idevito@dmbblaw.com>> Date: February 3, 2017 at 11:21:01 AM EST To: Tara Duhy ctduhy@liw4ow.corn<mailto:tduhy@llw4ow.com», Bonnie Miskei <bmiskel@dmbblaw.aom<maltto:bmiskel@dmbblaw.com>> Cc: Ruth McGlynn<rmcgtynn@dmbblaw.com<mallto:nmeglynn@dmbblaw.com>>, Davis Camallercdcamalier@wrepllc.com<meitto:dcomalier@wreplk.00m>>, Mike Ross <rnrossLWmmplk.com<malko:mross@wrepiic.com>>, Gary Dunay <gdunay@dmbblaw.com<maitto:gdunay@dmbblaw.com», Linda Devito <IdevitolL dmbblow.com<mailto:ldevito@dmbblaw.com>>, "bil I@southcp.cam<malito:blil@southcp.com>" <bill@southcp.com<malito:billgsouthcp.rom>> Subject: RE: Sending: Purchase and Development Agreement BBCRA edits. 01-26.2017 (04751286-3).doc This email is sent on behalf of Gary S. Duney, Esq. Tara, we are fine with the changes and we would like to circulate the Agreement for execution so It can be placed on the next CRA agenda for approval and execution by the CRA, Please advise what steps are necessary. Our client Is working on the finalization of Exhibit 'W showing the public plaza and we should be able to submit that to you early next week. Linda DeVito Dunay, Mlskel and Hackman, LLP 14 S. E. 4th Street, ##36 Boca Raton, FL 33432 Tel: 561-405-3300 Fax: 561.409-2341 DOD: 561--405-3329 Idevito@dmbblaw.corn<mallto:ldevit LMdmbbiaw.com> Due to the overwhelming amount of fraudulent cashier's checks circulating in Florida, we will require all cash to dose to be tendered In the form of a wire transfer. internal bank transfers or ACH Credits will not be accepted. Our wiring instructions will be sent with every closing transaction and are available upon request. Thankyou. [dmb4ogo-email] The information contained in this email is confidential and privileged, and Is intended only for the use of the Individual(s) to whom It was addressed. The contents of this email may be protected from disclosure and dissemination by local, state and federal law, including Chapters 18 and 47 of the United States Code, and Chapter 934 of the Florida Statutes. if you are not the Intended recipient or if you have received this email In error, do not read the contents, Immediately notify the sender by return emall, and permanently delete this email from your records. Thank you. From: Tara Duhy [mallto:tduhy@llw-lew.com] Sent: Thursday, January 26, 2017 4:12 PM To: Bonnie MAW <bmiskel@dmbblaw.com<moilto:bmiskel@dmbblow.com>>; Linda Devito <idevito@dmbblow.com<mailto:ldevito@dmbblaw.com>> Cc: 'Simon, Michael'<SimonM@bbfl.us<mailto:SlmonM@bbfi.us>> Subject: Sending: Purchase and Development Agreement BBCRA edits. 01-26.2017 (00751286- 3).doc Bonnie - Attached, please find the marked up Purchase and Development Agreement. I did some technical cleaning to reduce duplication of issues and other consistency edits, but i believe few are substantive in nature. There are some substantive changes, and I am available most of the day tomorrow if you want to walk through the document together. Tara W. Duhy I Executive Shareholder 535 North Flagler Drive, Suite 1500 ( West Palm Beach, Florida 33401 tduhyi@liw- law.com<malito:tduhy,ilw-law.com> 1561.640.0820 vCard<Wp://www.11w- law.com/files/vcards/Tera_Duhy.vcf> ( Website<httpV/www.11w-law.com/> I Blo<http://www.llw-law.com/attorneys/tere-w-duhy/> I join us online<http://www.11w- law.com/about-us/joln-us-ontine/> 2 -77 PURCHASE AND DEVELOPMkMr A..GRKBMEW Tliia Pmvbm aead Dw oMW Apumlmt OoteWmft "Agraeonent") in made end ambmad mato w of ties Effo*m Doio QmmkxDw defied), by and betwm BOYM ON BEACH CON A+FUNMY RBDMIOPMEWr AGENCY, a pddic #MmW anatod p4ta awl to Chep' 163, Put a of ties Flmi& 91 1 lea Q m+ ftbc, "BEI. MO) toad OCMN ONE BOYNTON, In wnayder dw of the =MW ammo b and eewaam is hece k aet ft6� flee Pattiee havea agm as follm a: . �_l.� �• • _`_.` R i!� �.if.. _: � /�.]. �J �. 1 .�, � '1� ..l �• �: i��l �.. A\'� :.1 • Y I'1 11 p 1�� .�' .y.l � ��. I• I. Ir'' AP. �� :I M1'i� _kl (:1 L�111N(1 �. ��� �u it rY. .. irlN cri. 9'�Y'. . rel': ri- .li ii.- ire if_ Yn: � I-.. y' ^v Nu w�•r �GiiSu'.' :Ili•. U l .i ai���=.i r .:'li:l II. irl' tr .. :JI�•:_{!S See Atte "A"f • ry �;: • u y. 4SLr1. _ i::SlL I .t.0 : ir.. 1.1- 11 r Y1 : is • �. :1i ZM_■ :I a .• ' �i • r.r r / •Z•1 jai r•.�•.:%_ . u -JAN." i��Y`7T•l_ �.. f', y� !', i /(:,r r,L / IN` 11 lN�, ,::U4 'a • MON 73 r; - r. :u. t l..r �!. Y'- r`i 'i,1 .�ia� ��i jI,N ( L ,�` � .. '.� i •rL_• 11.. �. �L!Z it - it i -i. �.:.;.. :J'uFi ' aJ �.p.FN 5�. A.i �..•ruU �. r F'l: url( I`:a:. i /: PURCHASE A141 2of71 PURL VJRM4 and FURCHASE R'S ap iW% employees, deaigaem. o�aaboao, satw�oas, angbtie % addeft Alam p and adw conwhents (coUmfinly. an d P imams eapatmer to mike iaqufdn of and meet with mmamn of tinvermneuml Atdw ddea rcpdding So Pmpaaty and to soler upon fim PmPedy, at any dme and $am dm bD tbno with reaaomabte ndtioe to SHE TER and so ImS as acid kweadpdooa do not tau& in a buWn iobeaupdom, to p i ti m any Sod sU phyma+! bash, iaapeetiooa, and ianrooti�tons of tba Pt"a ty. i &ftg but sot limited to Plmao I sad Pbaoe IF iaysstipdoma, which PUItCHASM tmay do= noommy. Dndng this Famulbility Pscl4 PURCHAM may dam. in 'S ado sad absohft dt cradOm, to betmiude this a It - 0t. if PURQIASBR eleabs ba be®tode dda Apeumectt in aoombmw with tido SeodM PURCHASER aball: (i) leave dte PuVwly in mbetudaUy die comdidom aab ft an do Bffoctive Uai%-mijset (K) to the atm pmcdcable, sball rqx& and -whole any damage caused to 9m, Property by PUMMMVS besting and roves ftw im and (iii) rdem to =JAR (withto :apceamtedm or wawa iA d no coot, all reports and other wa& Seneaabad ae it mm* of the PURCRAMVg bs ft and h we Mptim (o&w thea p mpdamxy iubmaadm pa+q n- m solely by Pmnohmer� PURCEiASBit hemby apeea to iadandfy and hold SEMS R bwolm fim ad BOW all da hm loaraa, aapan, - dumAs and Uabiiithm. inclodtolg, but trot limned bn abomey'a Ack for. noup wou t for servhm remdeaed to PURCHASER (indbdit wj&m t Ii nhat m, any co on liem rosuidng team) at far damp to pow= or property o% of PURCMS81t'S bsvmdj d m of tho gtoper[y. PiJWHASffit'S &bpdoma soder thio Sadism slosh rmMve ffio luso, updradoa; or Clog" of this Asm mmt° M f sWs Da mew SRI .1 ER ,hell deliver to PURcwsm the &BOB * douamoub and I I I widft five (S) dap of &e Effwdw Dat of Apmaeft coplo ofsoy mpmU or do" (mdudbW 7 gwmm top borhtga sad other pbviad ) in SELLER'S pasaeesioia or 000hol with mpwt to d16 pbyAW conftm of2ke Propany, if'any. 7-� We RWdM Within thirty (30) doyo of the Bfeobivo Dj6 (°Tibia Iav odPttcn Pedod'l PURCHABEIR shall oblahk at the PURCHABBR'S wgeose, funs it C,ompmy chom by PURCHARM (6ao*mft •'Pills Coanpmvm� a rft Cammitmattt eovaft the POPOdty amd p m9miog to itmne PURCHASER in as =am* to be debended =*x t mly to tine Paernitbed Baomdoos, bogedw wM a mplebe and l WUs mpioo of au MMA PURCHAM AND DEVELDPh(Wr AGREEMEW F&E6 4. of �7 9o2 Com Of fta= The PMpwty is bdag sold in an4a owdifim PURCHAS)i AMS DEVBIAPAS YT AGREEMENT Page 5 of 22 10. ]'lt(PR,Mii &q, 10.1 ]� Taxes and awasamcrits, if any, for the Property shall be prorated through the day before Closing. Cash at Closing shall be incxraarod or decreased as may be required by pronfloms to be made through the day prior to Clos ing. Tam shall be prorated based upon the current year's tar with due allowance made for nuodmu m allowable dis3ount. If Closing occurs at a dacha when the current year's millege is not fixed and current year's assessment is available, taxes will be prorated based upon such assessment and prior year's millage. If curvet year's assmsment is not available, then taxes will be prorated on prior year's tax.. A tax proration based on an estimate shall, at request of eith ar party, be readjusted upon receipt of tax bill. 10.2 Clo kg Costs. PURCHASER shall pay for documentary stamps on tbo deed, recording the deed and all general dosing expenses (settlement fisc, courier foes, ovemi& pachges, ote.). Each party shall be responsible for their own attomeys' fres. The PURCHASER shall be responsible for the payment of the survey and the title funs nce searches and policies. 10.3 Q use Emeduxe. PURCHASER shall fund the Purchase Pelee subject to the credits, ofints and paoyrstions set Earth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to the Closing Agent designated by PURCHASER, the Closing Doc;umaits. The Closing Agent shall, at Closing, deliver the Closing Documents and a "marked - up" Title Commitment to PURCHASER, and promptly ftuvefter, record. the Deed and other recordable Closing its in tht appropriate public records. 10.4 Existing ivea and Other Laren. At Closing, SELLER. shall obtain, or cavae to be obtained, satis&ction or relem of record of all mortem, liens and judgments applicable to and encumbering the Property. 11,1 Seller's R=resentat M gad Wa wdo SELLER hereby represenls, covenants and wanimts to PURCHASER, as of the E$ectivc Date and as of the Closing Date, as follows: 11.2 Authatiiv The execution and delivery of this Agreement by SELLER and the consummation by SELLER of the tranwwtion contemplated by this Agreement are within SELLER'S capacity andd all requisitt ac=tion has been taken to make this Agreement valid and binding on SELLER in acomdacnooe with its term& The parson executing this AgrMnant 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 DA�g_ SELLER is and will be on the Closing Date, the owner of valid, good, marketable and insurable fee simple title to the Property, free and clear of all lions, encumbrances and restrictions of any kind, except the permitted Exceptions (and e:nctambrances ofreoord which will be discharged at Closing). 6 af22 12.1 user's DOUL in the cvwl tld tlk tmnwdm ails to aloes solely due to P BASBR�j nd" tea dwe dbw obWni4g anV14elf the Site Plan bgY suchhffm to doss is pot Wa resell of e 813U, R" dduk or ktitlahtttvey deet* X*C& to tlto p:Mdoros of PWRW* 12.3 below, SBUJM meMW Wank0a No � M 9"� mtWW b relaia the D�epoedt cello which mdkr d& Apomawk 6MV Rw tl� m esp<+essly xovided b obHa oos or �° ' Ar sgn►iv�e the tamdnedon of tbir lreaosant; PMWA4 bmFffer; the PURCAAM shall Wo be rerponob far lite :swat of gay &M Nmftd qPhW d w Propedy by pawn ciby. &a* or =deg ethswiss The Mute of PURL WER to ell wi the �,►c�r s;� c set fob in tt At f y Shan constitu� d Bsrsach of this Aff=M If PURC SSIt ftuls to e default wrthttt s� (i) days' notice tra�u tlta_�B�'R�S�1,� SI3LLBR may t T'� � ABI�t aad rfvfaia the cleuosit .____...��te the M4 IVDftL rm of $� A�samaot. of &I S' 12 del n t� 13. All aotioss required in Wa A �� pod shell be aovoldoW doH"m d when rsodvsd oordfled PuUW4 or Ped dslivaey to the iiglovvbog N&kwm: If to Souer. Boyatm Bsadt Qn=bIty Ra%velopmm ASMW KMCHAsE Am wvEL( cAijfl A(apREWn PEW 7 ®g22 $.imcm 710 X. Fedwsl Highway 13OYntm Bawk Florida 33435 With a wpy to: Tw DY, sq. Lcwb. LOW= & Wallas'. P.K 5 I NO* Flo6wDtiv- Il Soo '�t'b'A P61M RMA Florida. 334UI IftoBuyw, wMiam 006M Ow Boya1ab, EJC 777 H. Admdo A #100 D PL 33483 W D Im K mot N.W. Bubo 1200 WuhhqOano DC 20006 LI T N �� H�II P 4t: til W16 8 COPS' taa oar & D-(1 ly, 4a w and BU&MOU, LLP 14 p's 40 std 036 FL 33432 �r __- � �t a, i«. � Y'�lay�; z I _ I if 7 II • ��_ . 1 r ,1 i r iiil;' •.,-'-•r..rlQ..rlt Fvlrl, e• _ __ s rrzl . r • � N�U.. '�f els_ lii - �'� � f_.-_� �Ytl`_ Pc (�r �:�. pi �N.? l'lll1.-.uf r.J` r 7!.^!, • 1' � -.,� i1��1.� �• ;il r -!>- r v-1 In •'1, t1 "tip, d 1p L a'p �14'N N)lU 6l!)N11 Z:..p e0ill 1�•...!' r tl l�.�a =.,11 ISP �� -t .'r ! .IJ L, �! l•, q .. UM i,-� :. .L. a �fl. � �� •i • lr �. r T - ., u"un 2•,�, .S: J1 to"I h�� ��IC l N1 ti �}rfi4N,.N).V � Vl.l,d' % r _ e r. LIY9 Y tiler i • I NOWE AND DEVELDMEN PAsing o -rt of or resulting from any aVeemank areapmmi or underodin8 alleged to hm been made by either Party or on its behalf wM any broker or fader in eonwmd m with tW& Apmnmt. However, SEUER'S indeenr amt. ouipdons than not WMW the statutory Omits provided witiva Sodium 768.28, FWds Stamw and CRA does no oftnoBe waive its invalign immunity rights. The provisions of this 80c6m she'd Mn4ve Cloaiag ar tmMiNdon of Wk Alrommut 18. DMM"MMU AM SAW OF THE MWEERT L SMIER and PURCHASBR admawledp dmt the Property is beteg wN to PURCHASER for the We pagme of daya mixed-use prajod at die naztma cower of Boyce Deaab Boalovard and Falaal Filoway. 18.1 IU 1y,�( '�{yyy(ggqe��EEL end SELL 5��'t�� we Plaa pmvWa it mfdwlim of 200 mmidmtial. udtg, SMJW9 dcdp approval shall have been met. Ulu -. 1 �u�til�tctet�rau�atroi� ni this 19.1 A and my �aQt hufti nm be eeremm d m say mer Of WNWIMOk a ch of white" be deemod to be as mWad and all of which 81104 fo®ether, eoaotitoie ooe end dw alma int, Tho sectWn led patSteph hadlnp hwain eouddned ate for tier porpoees Of ideatifio dm WAY ad midi not be cmddemd m 012*6 06 AW,emt l R,effixeneo to a Button" be damned to be a to the cobra of my face Off" tmlas .ATO modf&sdm ar a of d& A,pneamaot Ad bo mgieoameat bdweea the Patiiee ft aoeewtad by pin' This dgi+eemeat 10 forth go ertth+e lodag ft dLe Mn and apaeedee apdor and �wtte neRadwdvt a, rmdaotrtd� aSromroahk wrimm @t os4 betwoon the pud m Tbfs A,gteaaoent ehali be inteepreW in a0ea denoa wil6 the laws of dila Stebo of Plodda. The Paha hereby lacca diet jai &coon of may Motim a mg 00 of this ABnmeat shalt be in die Pff mn& ladiaal Cpm& in and for Palm Heeds Comer Pletide, cot, mhoald 8Walae of action be Nmfted to thdettd,jveisdix M Only, in tha tkW Stebei DhWd Coact lbrdw Baadum Meld Gated ofFladde. 19.2 NWORLIkoL Any uhmm halein bo time periods which are not mumund In Budam Dip Rd which we len then mix (d) de^ " mch& Satuc*M A which ands let a Any time Pam peryvidad ice' is thio =mt AM Bulh'Ou DAY. Thea is of the einem in � 1 f an afta did undw an tis D Om mmoit� with tlm Bffiotive Dde abmlt�nd the �+eof__ Foix n�uvnsas of t}aie A� gu�,�a nA.,� 1t. i•.�daY thnsugh Friday b�s�1 �.�lude slate end fade�^al hn[idava 193 Nab= Ndthu the 8ilm of a party m hetet RM a Otict perbmuct of my of the teems,, p mvid tik oovaoeob, MTDMI=b ®d eaoditlem hmwC tact go &OOgpbm= of may h= by a icy with kwwk d p of a brach of this AHteomatt by die o ar pony In the IP W aarmamoe of di* nVeadw obBodk tr bee,atadee; don be deemed a wdvu of taus sny fleet a paty may hsvc ar a wdvar of my xdwogww bt�aeoh or dethatt faff aay o mwh of � or ooudblome. lug pates W" nr+dve tennhudom 19.3 z � 7,. { If ay peevfaion of bile Arvmmot at t6 € jpj ,; PLUKABB AND D$VEW MSNT AGRBM&TA Poe 10 of 73 RI jjll�!Il�lljjl �a &o sMUM, at no *. att pub& mob in ponewim oi<the PUACAUl M upon t=iwdm of sa aaMumt sad &dM soy 64fiafo P*ft M o &"sere maa; , or mfi&sdW sad AU reo & sbwd &*OOkWjy meed be p to the ssU M is a £mast that i, aom ttbtie a the tau teohe�obgysy�osue OmB SELIEL #*Vftwwem gig wak-qmbift sew &as C 11. Cl?i T DD. motifedef Y the eFA- PURC H ME AND DEVELOPME ,U AGREEMENT Pegg 12 of 22 IN WTMWS WHEREOF the Parties have ex= tod this Agroamertt as of the Effective date. OCEAN ONE BOYNTON, LLC Br- Frint Name: 71tim Date. Witnesses: Approved as to form and legal gaffieiaW.. 0msku5-j SELIAR. BOYNTON BEACH COIyDAI MTY REDEVELOWNT AGENCY Print Name: SWm B. Grant Titin Chair wlt�le68e6: FMCHASE AND DEVELOPMENT AGRIREMENT Pege 23 of 22 EXHIBIT "A" LEGAL DESCRIPTION LOTS 1 AND 2, EXCEPT THE EAST 25.00 FEET THEREOF AND EXCEPT THE WEST 26.00 FEET THEREOF, AS SHOWN UPON THE PLAT ENTITLED `AGREEMENT PLAT', SHOWING PROPERTY IN THE NORTHWEST QUARTER (N.W.114) OF THE NORTHWEST QUARTER (N.W.1/4) OF SECTION 27, TOWNSHIP 46 SOUTH, RANG 43 EAST, IN THE TOWN OF BOYNTON BEACH, FLORIDA, WFYCH PLAT IS RECORDED IN THE OFFICE OF THE CLERK OF THE CIRCUIT COURT IN AND FOR PALM BEACH COUNTY, FLORIDA, IN PLAT BOOK 10, PAGE 2; LESS RIGHT OF WAY CONVEYED TO THE STATE OF FLORIDA, AS MORE PARTICULARLY DESCRIBED IN OFFICIAL RECORD BOOK 584, PAGE 180, PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA; SAID LAND$ SITUATE LYING AND BEING IN PALM BhACH COUNTY, FLORIDA 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, 1060 IN OFFICIAL RECORD BOOK 664, PAGE 180) LOTS 1 AND 2, AGREEMENT FLAT, 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 PROS. 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; rf;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, 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 DEGRM 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 AVME AS NOW LAID OUT AND THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 89 DEGREES 45' 09' EMT ALONG SAID SOUTH RIGHT OF WAY LINE AND ALONG THE NORTH UNE OF LOT 1, A DISTANCE OF 254.12 FEET TO A POINT ON THE WEST RIGHT OF WAY LINE OF N.E. 8TH COURT AS NOW LAID OUT; THENCE RUN SOUTH 01 DEGREES 2T 68' EAST, ALONG SAID WEST OwWlda PURCHASB AND DHVF1APAflNl' Ar,RBF&l 1' Page 14 of 22 RIGHT OF WAY LINE, A DISTANCE OF 54.89 FEET TO A POINT OF CURVATURE, CONCAVE TO THE NORTHWEST SAID CURVE HAVING A RADIAL BEARING OF SOUTH 88 DEGREES 36' 04' WEST; THENCE RUN ALONG THE ARC OF SAID CURVE TO THE LEFT A DISTANCE OF 40.02 FEET TO THE POINT OF TANGENT, SAID CURVE HAVING A RADIUS OF 25.00 FEET, A CENTRAL ANGLE OF 91 DEGREES 42' W, A CHORD BEARING OF NORTH 47 DEGREES 15' 21' WEST AND A CHORD DISTANCE OF 3528 FEET; THENCE RUN SOUTH 88 DEGREES 53' 14' WEST, A DISTANCE OF 41.84 FEET TO A POIN'R THENCE RUN NORTH 75 DEGREES 28' 58" WEST, A DISTANCE OF 50.34 FEET; THENCE RUN NORTH 89 DEGREES 46'W VILEST, A DISTANCE OF 129.70 FEET TO A POINT OF CURVATURE CONCAVE TO THE SOUTHWEST; THENCE RUN ALONG THE ARC OF SAID CURVE TO THE LEFT A DISTANCE OF 81.87 FEET TO A POINT ON THE EAST RIGHT OF WAY LINE OF STATE ROAD NO. S (FEDERAL HIGHWAY) AS NOW LAID OUT; SAID CURVE HAVING A RADIUS OF 24.00 FEET, A CENTRAL ANGLE OF 91 DEGREES 1 T 5S, A CHORD BEARING OF 90UTH 44 DEGREES 8$' 53' WEST AND A CHORD DISTANCE OF 28.50 FEET; THENCE RUN NORTH 01 DEGREES 03' 04' WEST ALONG SAID EAST RIGHT OF WAY LINE A DISTANCE OF 29.86 FEET TO A POINT OF CURVATURE TO THE NORTHEAST; THENCE RUN ALONG THE ARC OF SAID CURVE TO THE RIGHT A DISTANCE OF 19.12 FEET TO THE POINT OF BEGINNING, SAID CURVE HAVING A RADIUS OF 12.00 FEET, A CENTRAL ANGLE OF 91 DEGREES 17' 65', A CHORD BEARING OF NORTH 44 DEGREES 3V 54' EAST AND A CHORD DISTANCE OF 17.18 FEET. er M -s PURM"IE AND DEVP.WPMF:NT A(vR EMINT Page lS of 22 SPECIAL WARRANTY DEED oMM" PURCHASE AND DIATEWPIONT AGRE44M Pop 16 of 22 REMRD & RRWRN TO, Gary S. D=n Egq,. Dacey. Mukol and BwJrma% ILLY 14 SE 0 gh*M, #36 Bm Ratmm, F Lr 33432 Property Cmftl No. FIVO lilt WrMMMIL ffid ft Grantu ft and JA comdenfim of ft mm of MY DOLLA" ($10.00) md odw good amd vahmble, am"reflon to Chudar in hmd *db)� Q=twt &z noolpt vhwwf is hmby admowledpk bu grarA4 bwpinad wd add to &o add Grada and ftaft's haln, smeam W uftm fimwa, tba 90o%mg described 1 9 lymg and being in the CmAy of.Falm Bm* Std of Florida (*o , to vft rm hopmy mvo* hwdn if v*ed to &a fwlowkg rwwad= in &a evw a-Ww I& to ammetwe MO&Octim for the &vwwpmwi ®ftffie p4w 10 7 -77s� ]M 71 TTTIM �T I � 777 1 Ilia Owl&" PURCHASE AND DEVEWFMENI* AGREEMENT Page 17 of 22 Notwithstanding the foregoing, if at any time thereafter, Grantee ocaamenoes de topodent of the Project in accordance with the Bite plan appi+oved by the City of Bayamon Beach, Grantee may Abandon construction o> or demolish dw conatmotin of the i?laaa in order to oanatruct' the Project. Once the: Project has been substantially Dompletad, this restdofion shall terminate and be of no futtber faw or aiiaeL TOGUITU R with all tenements, hareditements and appurtenances dwrebo belonging or in anywise wertaining. TO HAVE AND TO HOLD the same in free simple Jonever. AND the O rantarr hanby covenants wit said Grantee, that Onmtor is lawfully saind of said land in feesimple, that Ch war has good rigk and lawful authority to sell and convey said lend; that Gaaator horoby Billy warrants the title to said land and will da6md the same against the laWfW claims of all pCMW claimvog by, through or U3XIW Grantor. IN WUNESS WHHREOF, the Grantor bas havunto act his mead and seal the day and yeas feast above written. Signed, Boded and delivered in the pros earwe of Witness #1 Signatum Witness #1 Printed Nasnc Witness #2 Signatwc Witness #2 Printed Name STATE OF FLORIDA COUNTY OF PALM BEACH Boynton Beach Conmmunity Development icy Name: Title: The foreaDiag instrument Was ec3rnowledged befim me this by Of Boynton Beach Community Development personally known to me or who produced a driver's license, as identifioation. F- UaTT_I day of as Agency, who is PURCHASE AND DEVMAPMENT AORMiSNT FVp 18 of 22 cmin" PURCHASE AND DEVELOPMENT AGRLEONT Pap 19 of 22 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY LOTS 1 AND 2, EXCEPT THE EAST 25.00 FEET THEREOF AND EXCEPT THE WEST 25.001"F I' 1, THEREOF, AS SHOWN UPON THE PLAT ENTITLED 'AGREEMENT PLAT", SHOWING PROPERTY 1N THE NORTHWEST QUARTER (NA, 1A) OF 7HE NORTHWEST QUARTER (N.W. 114) OF SECTION 27, TOWNSHIP 46 SOUTH, RANGE 43 EAST, IN THE TOWN OF BOYNTON BEACH, FLORIDA, WHICH PLAT IS RECORDED IN THE OFFICE OF THE CLERK OF THE CIRCUIT COURT NI AND FOR PALM BEACH COUNTY, FLORIDA, IN PLAT BOOK 10, PAGE 2; LESS RIGHT OF WAY CONVEYED TO THE STATE OF FLORIDA, AS MORE PARTICULARLY DESCRIBED IN OFFICIAL RECORD BOOK 584, PAGE 160, PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA; SAID LANDS SITUATE LYING AND BEING IN PALM BEACH COUNTY, FLORIDA, 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, 1AB0 IN OFFICIAL RECORD BOOK 584, 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 PUTT BOOK 2, PAGE 13; WHICH UES WITHIN 5020 FEET EASTERLY OF THE WEST ,LINE OF SECTION 27, TOWNSHIP 45 SOUTH, RANGE 43 EAST; F!11LIil THAT PART OF THE AFOREMENTIONED LOT 10F 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 LIME 60.00 FEET EAST OF AND PARALLEL TO THE WEST LINE OF SAKI SECTION 27. SUBJECT TO THE EXISTING RIGHT-OF-WAY FOR STATE ROAD 6; 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 sm1wo-a PURCHASE AM M AIE OPMEW AGREEMENT Page 20 of 22 RECORDS OF PALM BEACH COUNTY, FLORIDA: THENCE RUN SOUTH S9 DEGREES 45' 09" EAST ALONG THE NORTH LINE OF SAID LOT 1, A DISTANCE OF 37.26 FEET TO A POINT ON THE SOUTH RIGHT OF WAY UNE OF M.E. 2ND AVENUE AS NOW LAID OUT AND THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 80 DEGREES 45' 09' EAST ALONG SAID SOUTH RIGHT OF WAY UNE AND ALONG THE NORTH LINE OF LOT 1, A DISTANCE OF 264.12 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' S6' EAST, ALONG SAID WEST RIGHT OF WAY LINE, A DISTANCE OF 54.69 FEET TO A POINT OF CURVATURE, CONCAVE TO THE NORTHWEST SAID CURVE HAVING A RADIAL BEARING OF SOUTH 88 DEGREES 36' 04' WEST, THENCE RUN ALONG THE ARC OF SAID CURVE TO THE LEFT A DISTANCE OF 40.02 FEET TO THE POINT OF TANGENT, SAID CURVE HAVING A RADIUS OF 25.00 FEET, A CENTRAL ANGLE OF 91 DEGREES 42" 50', A CHORD BEARING OF NORTH 47 DEGREES 1& 21' WEST AND A CHORD DISTANCE OF 35.86 FEET; THENCE RUN SOUTH 89 DEGREES 53' 14' WEST, A DISTANCE OF 41.94 FEET TO A POINT; THENCE RUN NORTH 76 DEGREES 26' 58' WEST, A DISTANCE OF 50.34 FEET; THENCE RUN NORTH 89 DEGREES 45' 09' WEST, A DISTANCE OF '129.70 FEET TO A POINT OF CURVATURE CONCAVE TO THE SOUTHWEST; THENCE RUN ALONG THE ARC OF SAID CURVE TO THE LEFT A DISTANCE OF 31.87 FEET TO A POINT ON THE EAST RIGHT OF WAY LINE OF STATE ROAD NO.5 (FEDERAL HIGHWAY) AS NOW LAID OUT; SAID CURVE HAVING A RADIUS OF 20.00 FEET, A CENTRAL. MOLE OF 91 DEGREES 1T 55', A CHORD BEARING OF SOUTH 44 DEGREES 35' S3' WEST AND A CHORD DISTANCE OF 26.60 FEET; THENCE RUN NORTH 01 DEGREES 03'W VILEST ALONG SAID EAST RIGHT OF WAY LINE A DISTANCE OF 29.89 FEET TO A POINT OF CURVATURE TO THE NORTHEAST; THENCE RUN ALONG THE ARC OF SAID CURVE TO THE RIGHT A DISTANCE OF 19.12 FEET TO THE POINT OF BEGINNING, SAID CURVE HAVING A RADIUS OF 12.00 FEET, A CENTRAL ANGLE OF 91 DEGREES 17' 55', A CHORD BEARING OF NORTH 44 DEGREES 35' 54' EAST AND A CHORD DISTANCE OF 17.16 FEET OQISOW PURCHASE AND DEVEWPMbWT AQREBMEM' Peke 21 of 22 EXHIBIT "B" GRANTEE'S EXISTING PROPERTY Lot 41, DEWEY'S SUBDIVISION, according to the Plat th=4 as recorded in Plat Book 1, at Page 37, of the Public Records of Palm. Beach County, Floaida, 1=9 and except the Bast 25 feet and leas end erxaept that pact lying within 50 feel of ft West line of Section 27, Township 45 South, Range 43 Past, Palm Beach County, Florida, and Ru*w lees and except that part lying within 45 fed of the cerft live of Stabs Road 804 and also farther leas and ea sept that part included in the external area of a 10 foot radius arc which is tangent to a lines parallel to end 25 feet West of fhe East line of Lot 41 and to a line parallel to and 45 facet North of the center lice of Stato Road 604, said lands situate, lying and being in Palm Howl County, Florida. Lots 3 dMugh 6, inalusiM FUNK BROTHBRB ADDITION, according to the Plat theamg as recoTdad in Plat Book 2, at Page 13, of the Public Rmo ds of Palm Bcwh County, Florida, less and eurcept the But 25 fed and the Wei 50 feet thomf, for Road Rights of Way, maid leads situate, lying and being in Palm Beach County, Florida, in seconianoe with Amt Plat (Plat Book 10, Page 2). emuts ENQYNTON f5EAGH mC U4-EVA94;> MMW. DAM rYMJ% i or -----..---4 NATIVE r Ty �anw .w��oeneM a NATII/L� rAL.M Tl�t PUMC L"E AND DEVELOPMBNT AGKMUW Pec 22 of 22 EXHIBIT 110, THE PLAZA DMLOPMENT PLAN to cm too LA *a ant bw 91 r %ass to!'oowit* �18 togs a .-% Most tO% sood Rode" c tom' 1, oof aippol. :;;!!twd comoolm fol mu C:;�� 5680 F�!�.Om cm a wiftan 201- o6e 00 o. of coo A0 ?=��: For otos. to poop to prw for may; car pis .0 tom" one to to :9 op;= iDA w tw;Tv' of #0 - �Ato _& to 091WIT. " VOW" IVA, cjk;�� I orwo..! soot Ow OL mom`'e`10 k L AN APPRAISAL OF THE .40 -ACRE VACANT COMMERCIAL PROPERTY LOCATED AT 222 NORTH FEDERAL H1014WAY IN THE CITY OF BOYNM BlACH, PALM BEACH COUNTY, FLORIDA FILE NUMBER 15-74029 PREPARED FOR BOYNTON BEACH CAA AS OF DECEMBER 30, 2015 BY STEPHEN D. SHAW, MAI CALLAWAY & PRICE, INC, PrIco, Inc. www.r�vw mq vla .=m aM..a�foM to tl. ba drAd..n�o. 5*0 odygwpbom 1410P'*tiMSMdK Sift 1 January 5, 2016 A"K R. 33!t Inflormatbn contained within this report, as well as our general knowledge of 561666M 15MAOUMNX real estate valuation procedures and market conditions, it is our opinion that: 1 kMdkShW1% ALftI CRE catGOOM16 ""`per"" Theresa Utterbeck cote"� � MAI Development Services Specialist Boynton Beach CRA RobertA.CMh" r MW 710 North Federal highway 0° rmmma1 Boynton Beach, FL 33435 b=M Dear Ms. Uttarback: tpapso�>1��..tsa� 1 ratmom IL "M We have made an investigation and analysis of the .48 -acre vacant a� "A 3530 F.� commercial property lom ed at 222 North Federal Highway in the City of eWIM&M XUAJ Boynton Beach, Palm Beach County, Florida. The Subjed Property will be c:ts�ruao furtherdescribed both narratively and legally within the following Appraisal room Report. The purpose of this investigation and analysis was to provide our opinion of the Mm"nANIM Market Value of the Fee Simple Instate of the Subject Property as of 7i16B.RobYti011sww December 30, 2015. R3= gulp"" Fa " This report has been prepanad for our client and Intended user, Boynton Beech � W1�14 CRA. The Intended use is to assist the client fpr Internal decision making. The cLv&L.pw1kr,uw scope of work peribrmed is specific to the needs of the Intended user and the CKtCM AZ=S Intended use. No other uee Is intended, and the scope of work may not be `pOgW*L ° % appropriate for other uses. ria oaaur 114okmm Based upon the scope of the assignment, our investigation and analysis of the suw�aWW&1azW3 Inflormatbn contained within this report, as well as our general knowledge of mmm WIVMft real estate valuation procedures and market conditions, it is our opinion that: me Wv2saw OM LFM4%AW The Market Value of the catrMIMOS dp@qWAOW Fee Simple Eskete of the Subject Property as of December 30, 2015 was: *"13#000 Themes Utterback Development Services Specialist Boynton Beach CRA January 5, 2016 Page TWO A description of the property appraised, together with an explanation of the valuation procedures utilized, is contained In the body of the attached report For your convenience, an Executive Summery follows this letter. Your attention Is directed to the Limiting Conditions and underiyfng assumptions upon which the value concluslon is contingent. Respectfully submitted, CAL AWAY & PRICE, INC. Stephen D. Shaw, MAI Cert Gen RZ1192 Jae M. Merritt, Associate Appraiser Cert Gen RZ672 SDS/]MM/15-74029 Attachments PROPERTY TYPE : Vacant Commercial Land. LOCATION The Subject Property Is located on the southeast corner of North Federal Highway and East Boynton Beach Boulevard In the City of Boynton Beach, Palm Beads County, Florida. The property address Is 222 North Federal Highway, Boynton Beach, FL 33435. DATE OF VALUATION : December 30, 2015. DATE OF REPORT : 3anuary 5, 2016. PROPERTY DESCRIPTION: LAND : 20,999 square feet or .48 acres, IMPROVEMENTS The Subject Property In currently vracent, cleared, and landscaped with grass. The north and west boundaries are landscaped with trees and shrubs. There are no buliding lmprovernents. ZONING CBD, Central Business District, by the City of Boynton Beach. LAND USE PLAN MXC, Mixed Use Core, by the City of Boynton Beach. HIGHEST AND BEST USE : Future commercial development. MARKET VALUE OF THE FEE SIMPLE ESTATE OF THE SUBJECT PROPERTY AS OF DECEMBER 30, 2015 : $460,000 Thbte of Contents! P?PLNjL. CERTIFICATION........................................................................Basal................ 1 LIM1TING CODNDITIONS........................................................ I...... I ........ .......... 3 DEFINITIONOF THE APPRAISAL PROBLEM ..........................Isla.......................... 9 Purpose, Date of Value, and Interest Appraised .............................................. 9 Intended Use and User of Appraisal............................................................... 9 MarketValue.............................................................................................. 9 LegalDescription ...................................................................................... 10 FeeSimple Estate..................................................................................... 11 Hypothetlmi Conditions............................................................................. 11 Extraordinary Assumpt ons......................................................................... 11 Exposure11me.......................................................................................... 12 Marketing Time........................................................................... 6............. 12 SCOPEOF WORK................................................................................ I........ 13 NEIGHBORHOODDATA................................................................................. 14 PROPERTYDATA.............................................................. I.......i's ......... 9........ 17 Location ................................................................................................... 17 Zoning..................................................................................................... 17 Lend -Use Plan.......................................................................................... 17 Site Size, Shape and Access............................................................... I ...... a 18 Easementsand Deed Restrictions...............................................................I 16 JQgWddV WAIWNV ':1WaW 'W MC IVW 'Ma4S 'a ua4da4S :suopwOponb juml 4uawa6edu3 VaN3aCIV LE........................,.....................................slsAlauV o�laA-PuR l uoisnlouoo .. bt•................................................................ 2910S PuelaulmA 100 ualsslrogC! �7 Ile .... ................. ............... as ........... ..,.............. ........... smi i q amvA amn 4 tz ......................... uolsnlouco F6••••••r.r.u.......r.......................................................... mn ims aNV.1SSHom oz .......................................................................................... wowaAadwi Oz ............................................................................6........... AX4RH A:Madwd oz .......................................................................... saxal pu Q onleA passeeAV Oz ............... .......................................................... ........ I.. DLM FUM14 POou Q 6T ......./...........\...............................................4946,.................... awl snyuso 61 ................................................................................9....,....... A4daa 6odol 61 .............................................................................4.....,................ swan f,, ST AD..............................................4......................4444.................... ua urnu0:) Certmeetfon We certify that, to the best of our knowledge and belief: 1. The statements of fad contained in this report are true and correct. 2. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are our personal, impartial, and unbiased professional analyses, opinions, and conclusions. 3. We have no present or prospectfve Interest In the property that Is the subject of this report, and we have no personal Interest or bias with respect to the parties Involved. 4. We have performed services, as an appraiser regarding the property that is the subject of this report within the three-year period Immediately preceding acceptance of this assignment. We previously appraised the Subject Property as of February 26, 2013, our report number 13-68702. S. We have no bias with respect to the property that Is the subject of this report or W the parties Involved with this assignment. 6. Our engagement In this assignment was not contingent upon developing or reporting predetermined results. 7. Our compensation for completing this assignment Is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the Intended use of this appraisal. 8'. The analyses, opinions, and conclusion were developed, and this report was prepared, In conformity with the Uniform Standards of Professional Appraisal Practice (USPAP) and The Interagency Appraisal and Evaluation Guidelines, December 10, 2010. 9. Stephen D. Shaw, MAI and Joe M. Merritt have made t. personal Inspection of the property that Is the subject of this report. 10. No one provided significant real property appraisal assistance to the persons signing this certification, 11, The use of this report is subject to the requirements of the St:stc of Florida relating to review by the Florida Reel Estate Appraisal Board. 12. This appraisal assignment was not based on a requested minimum valuation, a specifk valuation, or the approval of a loan. 13. The reported analyses, opinions and conclusions were developed, and this report was prepared, In conformity with the requirements of the Code of Pmfesslonai ethics and Standards of Professlonal Appraisal Practice of the Appraisal Institute. 14. The use of this report Is subject to the requirements of the Appraisal Institute relating to review by Its duly authorized representatives. 15. As of the date of this report, Stephen D. Shaw, MAI has completed the continuing education program For Designated Members of the Appraisal Institute. Stephen D, Shaw, MAI Cert Gen RZ1192 Joe M. Merritt, Assodate Appralser Cert Gan RZ672 Lirnitfnpf Conditions 1. Unless otherwise stated, the value appearing In this appraisal represents the opinion of the Market Value or the Value Defined AS OF THE DATE SPE{3FIED. Market Value of read estate Is affected by national and local economic conditions and consequently will vary with future changes in such conditions. 7. The value estimated In this appraisal report Is gross, without corwlderatlon given to any encumbrance, restriction or question of title, unless specifically defined. 3. This appraisal report covers only the property described and any values or rates utilized are not to be construed as applicable to any other property, however similar the propertles might be. 4. It Is assumed that the title to the premises is good; that the legal description Is connxt; that the improvements are entirely and correctly located on the property described and that there are no encroachments on this property, but no investigation or survey has been made. S. 'This appraisal expresses our opinion, and employment to make this appraisal was in no way contingent upon the reporting of predetermined value or conclusion. 8. No responsibility Es assumed for matters legal In nature, nor Is any opinion of title rendered. In the performance of our Investigation and analysis leading to the conduslons reached herein, the statements of others were relled on. No liability is assumed for the correctness of these statements. 7 Neither all nor any part of the contents of this report (especially any conclusions, the Identity of the appraiser or the firm with which he is connected, or any reference to the Appraisal Institute or any of its designations) shall be disseminated to the public through adverWng media, public relatlons media, news media, sales media or any other public means of communicatkm without our prior written consent and approval. 8. It is assumed that there are no hidden or unapparent conditions of the property, subsoil, or structures which would render it more or less valuable. The appraiser assumes no responsibility for such conditions or the engineering which might be required to discover these factors. 3 Ltmitfng C6ndit#one 9. Unless otherwise stated In this report, the existence of hazardous substances, including without limitation stachybotrys chartarum (mold), asbestos, polychlorinated blphenyis, petroleum leakage, "Chinese drywall', or agricultural chemicals, which may or may not be present on the property, or other environmental conditions, was not called to the attentlon of, nor did the appraiser become aware of such during the appraiser's Inspection. The appraiser hes no knowledge of the existence of such materials on or In the property unless otherwise stated. The appraiser, however, Is not qualified to test fior such substances or conditions. If the presence of such substances, such as asbestos, urea formaldehyde foam insulation, or other hazardous substances or environmental conditions, may affect the value of the properly, the value estimated Is predicated on the assumption that there Is no such proximity thersto that would cause a loss In value. We are unaware of very wet conditions that may have existed for days or weeks which are required to grow mold. No responsibility Is assumed for any such conditions, nor for any expertise or engineering knowledge required to discover them. 10. The Americans with Disabilities Act ("ADA") became effective January 26, 1992. The appraisers have not made a specific compliance survey and analysis of this property to determine whether or not It is in conformity with the various detailed requirements of the ADA. It is possibie that a compliance survey of the property, together with a detailed analysis of the requirements of the ADA, could reveal that the property is not in compliance with one or more of the requirements of the Act If so, this fact could have a negative of at upon the value of the property. Sine the appraisers have no direct evidence relating to this issue, possible noncompliance with the requirements of ADA In estimating the value of the property has not been considered. 11. Our opinion of value was based on the assumption of competent marketing and management regarding the Subject Property, If there Is no competent marketing and management, then the value contained herein may not apply AERrAL[��nl' I VIEWS OR THE SUB3EC1r i ©', ��•ni L.o t� All � l�oC�R fJ@iG6o 4�oviR P t ' r R * my e � 8 r in jAeo AERrAL[��nl' I VIEWS OR THE SUB3EC1r i ©', 71 41 Orton Drid 71 AVMHJIH WMU- a H"ON OW CWVAinna8 HJR Noimm isvq lo24 A adoud iogrons aW IV J.SH3KU)OS SNDIOOI LOOlaNG NORTH AT THE SUBJECT FROM NORTH PMERAL HIGHWAY LOOKM SOUTHEAST FROM THE NORTHWEST CORNER OF THE SUWWF PROPERTY M LOOKING NORTHEA9T FROM THE SOU't'HWEFr CORNER LOOKING WEST AT THE SIIWECT PROPERTY FROM HE 6=" COURT AND EAST BOYN'TaON BEACH BOULEVARD 10 r F+ Ila L. I,�� DEfINXE QN_ OF THE Ap.� $�►L p .. U: . _�. :.-� The purpose of this investigation and analysis was to provide our opinion of the Market Value of the Fee Simple Estate of the Subject Property as of December 30, 2015. This report has been prepared for our client and intended user, Boynton Beach CRA. The intended use is to assist the client fior internal dedslon making. The scope of worm performed Is specific to the needs of the Intended user and the intended use. No other use Is intended, and the scope of work may not be appropriate far other USM. iM. "As defined in the Agencies' appraisal regulations, the most probable price which a property should bring In a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit In this definition are the consummation of a sale as of a spn lied date and the passing of title flnom seller to buyer under conditions whereby: a. Buyer and seller are typically motivated; b. Both parties are well infon ned or well advised, and acting In what they consider their own best Intenm ts; c. A reasonable time is allowed for exposure in the open market; d. Payment Is made Tn terms of cash In U.S. dollars or In terms of financial arrangements comparable thereto; and e. The price represents the normal consideration flor the property sold unaffecMd by special or creative financing or safes concessions granted by anyone associated with the sale." Source: The Interagency Appraisal and Evaluation Guidelines, Federal Register, Volume 75, No. 237, December 10, 2010, Pgs. 61-62. 12 LMI DeSdoor� awax AM= BM SNUMM Am MMM CW homw Ir Aw., to To MMI OAMI MW WWAB, NAAOfiA " M Oak= ORM-1 A, IM IN OrML now no 4% PAK I" 1011 , now 9T A01�0� Rt� Aw. IM 1Nlrlt W 70 APOISMOMPO Wr 1 W AOMOWW VA # "M It MI�p1�N W M �t l w A 1! :w OM An 1d1llOW TV 1w NM La a OAS MW O SAO N T T On tML T� tr s � IR � . �' AAIA� Thr t0 A UN AM MULOW W 009" 4 W -O -WY M xiAIL XW it WP 1M GWAM UN OF AIA AOL 114 INJOWM &fI1NrICM OW M@til6ff W WAY M M.G NO A%VW MM P Mf101 *4%'t' DpMM Folio Number DS -43-45-27-02-000-0010. 13 Niffluji at'the a Aopt*lsai Problem Source: Survey dated 10/12/09 prepared by Richard R. Shephard and Associates drawing number M92-11-01. Fee Slmgfe Estate jhe Qlctionalv of ileal Estate Ao$raisal. Sixth Edldon 2015, by the Appraisal Institute, defines Fee Simple Estate on page 90 as follows: "Absolute ownership unencumbered by any other Interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat." Hype horcal Qrwitions The Djc tionaty of Real U= Anoraisal. Sixth Edition 2015, by the Appraisal Institute, defines Hypothetical Conditlons on page 113 as follows: 1, "A condition that Is presumed to be true when it is known to be false.` 2, "A condition, directly nalated to a specific assignment, which Is contrary to what Is known by the appraiser to exist on the et%ctive date of the assignment results, but is used for the purpose of analysis." "Hypothetical conditions are contrary to known facts about physical, legal, or economic characbedstics of the subject property; or about conditions external to the property, such as market conditions or trends; or about the integrity of data used in an analysis.` There were no Hypothetical Conditions in the valuation of the Subject Property. E)JmoWInaM A s m ions The Dk*ionary of Real Esteem Annralsal. Sixth Edition 2015, by the Appraisal Institute, def nes Bdroordinery Assumptions on page 83 as Hollows: "An assumption, directly related to a specific assignment, as of the effective date of the assignment results, which If found to be false, could alter the appraiser's opinions or conclusions. Extraordinary assumptions presume as fact otherwise uncertain Information about physical, legal or economic durecterletics of the Subject property; or about conditions external to the property such as market conditions or trends; or about the Integrity of data used in an analysfs.' There were no Extraordinary Assumptions in the valuation of the Subject Property. 14 _!- - ill' The Dictionary gfJigAl Estiste Appraisal, Sixth Editton 2015, by the Appraisal Institute, defines ExposureTime on page 83 as follows: I. "The time a property remains on the market." 2, "The estimated length of time that the property Interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal. Exposure time Is a retrospective opinion based on an analysis of past events assuming a competitive and open market," There is a requirement under Standard Two to report exposure time according to the latest USPAP publication. "Exposure Time" Is different for various types of property under different market conditions. We have reviewed the exposure time on the sales contained in the Sales Comparison Approach In this appraisal, as well as other sales and current listings In the market. Based on that data and the current market, It Is our opinion that the Subject Property would have had an exposure time of approximately 12 months or less. De Dlctlonaru of Real Estate, MRL319al. Sixth EdlUon 2015, by the Appraisal Institute, defines Marketing Time on page 140 as follows: "An opinion of the amount of time it might take to sell a real or personal property lntamst at the concluded market value level during the period immediately after the effective date of an appraisal. Marketing time differs from exposure time, which is always presumed to precede the effective date of an appraisal.' "Advisory Opinion 7 of the Appraisal Standards Board of The Appraisal Foundation and Statement on Appraisal Standards No. 6, "Reasonable Exposure Time in Real Property and Personal Property Maricet Value Opinions" address the determination of reasonable exposure and marketing time.' As In most markets, properties that are priced competitively and marketed professionally will sell before others which are not. We have reviewed the marketing time on the sales used the Sales Comparison Approach of this appraisal, as well as other sales within our database and current listings In the market. Based on these Indications, it is our opinion that the Subject should have a marketing time of up to 12 months. 16 Scope of Work al: aF WQ According to the 14th t,ditlon of The Adoralsal of Real EWAt6_ page 38, Scope of work encompasses all aspects of the valuation process, Including which approaches to value will be used; how much data Is to be gathered, from what sources, from which geographic area, and over what time period; the extent of the data verlficatlon process; and the extent of property Inspection, If any. The scope of work decision Is appropriate when it allows the appraiser to arrive at credible assignment results and Is consistent with the expectations of similar clients and the work that would be performed by the appraiser's peers in a similar situation.` The first step In the appraisal process Involved defining the appraisal problem which Included the purpose and date of value, determining the Interest being appraised, Intended use and user of the appraisal, and Identifying the veal estate (legal description). This step also determined If the appmisal were subject to any extraordinary assumptions or hypothetical conditions. The next step involved inspections of the Subject Property in December 2015 by Stephen D. Shaw, MAI and Joe M. Merritt. The Inspections allowed us to understand the physical components of the Subject Property. In addition to the Inspections of the Subject Property, we also began the data -collection process and, subsequently, an analysis of the factors that affect the market value of the Subject Property, including a market area analysis, neighborhood analysis, and property data analysis. We gathered and reviewed Information from the Palm Beach County Property Appraiser's Office, the City of Boynton Beach Planning and Zoning Departments, our Client, and interviews with brokers and other market participants to understand and describe the Subject Property and Its surroundings. The third step In the process was to determine the Highest and Best Use of the Subject Property. Through the Highest and Best Use analysis., we determined the issues that have an effect on the final opinion of value. To determine the Highest and Best Use, we relied on information obtained from the data -collection process. The fourth step was the application of the appropriate approaches for the valuation. No approadl es were ;pedf kz41y omkted ftm this appraisal elther by the dent or Me appraiser. The Subject Property consists of a .48 -acre parcel of vacant land. The most reliable way to estimate land value Is by the Sales Comparison Approach. Since only one approach to value was used, no reconciliation is needed. 17 Y (� The relatla of the Subsea Property with surrounding properties tiornhe the bob of neighborhood analysts. The Ag=hMI of Real Eska„ it 14th Edition on page 165 stats: 'The boundaries of market areas, neighborhoods, and disticta Identify the areas that influence a subject property's value. These boundaries may colndkk with obserwbie•changes In land use or demographic chararcWrisdcs. Physical fenturr such as sb%cbjm types, street psotberns, terrain, vegetation, and lot ohm help W identify fend use district. Transportation arteries (highways, major rfrrate- and raliroads), bodies of water (rivers, Initee, and streams), and changing etevstion (hIft mountains, dMfis, and valkye) can adso be slgnVkeraC boundaries." Mbo wlv. N!!! d,orttbad 14p pr Mrw I t! � 8�• `� � � i I ltlebf4n n�.n �MUMa'c �.��sa-� �Y1 4 �1 �'s%+°icy .w�•t MYfI��(` 11 +tyfi. B `9 f . Mbo wlv. •a(irl.rle! The Suljaet neighborhood In a xw1dered to Include the eastern portion of the City of Boynton Beady bounded on the north by the Boynton Canal (C-t.b), on the south by Woolbrigi t Road (5W 1P Avenue), the east by the Intracoastal Waterway and on the wart by ate 95. The lrrinnery nortit/"M traffic artserles through the neighborhood Include Federal Hightway (U.S. HWuny 1).38-awt Baulenrard and Interstate 9S. Inta- m-1 95, km ted appr+oodmatsty one We wart of the Subject Property, Is the prtndpal norWsouth commub r rendes a" the east coast of Florida, U.S. highway 1, commonly known as Federal HW my In sautherrn Palm leach County, also spent the lerVt h of Florlda`s fit Cort. Seacrrrt Boulevard, which extends through the center w' i � pp • `� � � i �c�� v � k Y�M� �1 �'s%+°icy .w�•t MH,.y1it yt1I f . sr►re � � r •a(irl.rle! The Suljaet neighborhood In a xw1dered to Include the eastern portion of the City of Boynton Beady bounded on the north by the Boynton Canal (C-t.b), on the south by Woolbrigi t Road (5W 1P Avenue), the east by the Intracoastal Waterway and on the wart by ate 95. The lrrinnery nortit/"M traffic artserles through the neighborhood Include Federal Hightway (U.S. HWuny 1).38-awt Baulenrard and Interstate 9S. Inta- m-1 95, km ted appr+oodmatsty one We wart of the Subject Property, Is the prtndpal norWsouth commub r rendes a" the east coast of Florida, U.S. highway 1, commonly known as Federal HW my In sautherrn Palm leach County, also spent the lerVt h of Florlda`s fit Cort. Seacrrrt Boulevard, which extends through the center of the neighborhood, Is a 4-laned Intercity connector jolning Boynton Beach with Hypoluxo to the north and Delray Beach to the south. The major east/west traffic arteries in the neighborhood are Boynton beach Boulevard (State Road 804) and WooWght Road. Both of these thoroughfares have interchanges with Interstate 95. Boynton Beach Boulevard extends westerly to U.S. Highway 441 (State Road 7) and provides access to Florida's Turnpike. Boynton Beach Boulevard effectively ends at North Federal Highway. Ocean Avenue, which Is located two blocks south of Boynton Beach Boulevard, is Boynton's Main Street. The Ocean Avenue Intracoastal Waterway Bridge was recently renovated and provides convenient access to the Town of Ocean Ridge and State Road A -1-A. Woolbrdght Road also has a modem bridge that also provides access to State Road A -1-A and area beaches. Boynton Beach has historically been considered a retirement oriented community. However, the city has grown rapidly over the past several years and the average age of the population has decreased. The Subject neighborhood Is nearly 140% built out and has a mixed housing composition, consisting of older single family (some built as early as the 1920'x) and multifamily, Commerdal development is concentrated along the major thoroughfares previously discussed and consists of a mixture of commercial, retell, restaurant and office buildings. The majority of the commercial type properties within the Subject's lmmedlate area are retail In nature. Like its sister cities of Delray Beach, West Palm Beach and Lake Worth, ofRcials of Boynton Beach have realized that downtown Boynton Beach coLdd be a major asset to the city in general and a redevelopment eftbrt Is underway. All of the above sloes have had government led redevelopment of their respective downtowns. As a resuit, property values Increased In these areas. Baynton Beach seeks to mirror this success In their city. The City of Boynton Beach started its redevelopment plan of the downtown area with the Promenade Parise and the Marina Village mixed use project. These projects Include a marina with boat slips, condominium apartments, street -level commercial and retail shops, a parking garage and boardwalks through the mangroves to the Intracoastal Waterway. Marina Village was completed in 2006 during the peak of the rising real estate market. The project sold out quickly with many units being purchased by Investors. However, the real estate market collapsed shortly thereafter resulting in numerous foreclosures and a large Inventory of units with no demand. Another large-scale mixed use project called Casa Costa was completed In 2008 at the northeast corner of East Boynton Beach Boulevard and North Federal Highway. This project added an additional 393 condominium apartment units and street -level retail space to the area at the collapse of the real estate market. 19 Construction recently began on a new mixed use project called SOa Ocean located on the southwest corner of Faderal Highway and Ocean Avenue. This project will include 341 luxury rental apartments, 13,300 square feet of retail, 6,600 square feet of office space and a 664 -space Integrated parking garage. Completion Is anticipated to be Fall of 2016. The City of Boynton Beach redevelopment agency's board agreed to fund $4.4 million over a 10 -year period after the project is completed, using taxes created by the project. The City of Boynton Beach and tate surrounding area enjoy good community servkm. Bethesda Memorial Hospital Is located an Seacrest Boulevard, Other medical facilities and nursing homes are within a short distance. There are currently 16 churches reprew ting all major denominations within the city limits. The Subject neighborhood has excellent access to public elementary, junior high, and high schools in Boynton Beach, as well as a variety of private and church supported .schools In the area. All municipal services, Including police and tine protection, public library facilities, garbage and trash collection, are available to most properties within the Subject neighborhood from either the City of Boynton Beach or Palm Beach County. Conclusion Overall the Subject Neighborhood should see extensive redevelopment In the future. Two large mixed-use projects were completed at the peak and/or after the collapse of the real estate market. As a result, there was a significant oversupply of available residentiat units and recall space. The real estate market has Improved and the market activity for redevelopment properties In the neighborhood is increasing. We expect this trend to continue and that redevelopment will resume as the real gestate market improves and the supply of available residential units and retail space diminishes. 20 AuAW o4O uo O9N Q Pug im o+A o4 Oft OZ OPP POP OuI Pug OuwJ 944 uo 3M cum sin wp9qWS luQ4J9WM 94;J0 JVAUV od o4; azlwlxgw Pu® 'saplurioddo Igpu9pIjw pua 'uopnmw 'mupnq sppAoud 'A11M1ug uWMP®d Jo awnlon 4614 a BQRW 'A11unwwoo aiaLm OLP GRAM 04 PoPue4u1 we ,PPP P wvuMN laam eta ul pwmlv nsn wU 'PWIP AIPu8M 4614"ssn Paxlw e4; 'APRIfOpJad 'splzM 8uluoz asn pwgw umn iKp cR aossooWwd 6141 palaPiuco sl :PlilgP SILO 'uoplppo ul vmp auMgw Pua umMuMoP WaPM 944 ul uoo SM IQWVPPOJ Pue 'llVW 'aoWo BLEW ul ;plod local AOlunwwco 9lgpSIA AI4614 It aPlncud ca 91 p IvuoWjoAuco sl4} jo vmqu1 o4l 'uald antgua4wdwo:) .44 Jo uopmoupsgp (frin-w) dew nn puSl as" (:>.XW) aaoo agn paxlw pug (xw) asn p;oIw 94; 4uawaldwl c4 sl OaWSIp 8uluoz Clio ®4O 10 Madxnd wa 'Lpavg uuK AW io AID 04; AI 'PW CI MuW9 imauso '®gJ pauoz sl Aliadcud 7corgnS o41 MMY a s ti 1 V LIUM"g 'AaM461H IoJaPPJ 4 WON ZZZ SI 3MppQ A4W9dcud ,%U 'opNold 'A3unoo 1paag U*ld '+fie uMUAo9 jo A40 M cal 3UoAOIOg tp"9 uapjA9 pint (T ASM461H *s,n) AW451H PAM WWN Jo agua®o 139941as a44 uo ,'peqaool of Apodcud pok1nS 94.1. The Subject PrapertV Is designated MXC, Mixed Use Coro, by the City or Boynton Beach, which Is Consistent with the current zoning. Sita sig"WW1 The Subject property has an In"ular shape and contahrs 20,999 square haat or .48 awes. The elle has frontage on and exposure to North Federal Highway, Boynton Beach Boulevard and N.E. 6th Court. However, due to the small sba, narrow shape and proximity to, a signalized major intersection,, physical aooros b only available fhom the east via N.E. 6th Court. �s tX e�sci � P@:SPt P i Rf w. r 0.L fps. 11CFi4 •. ti �t1la �y........rr� �. w�•�. MSM w.r..w We have not been provided a tide march tior the Subject Property. Based upon our review of the survey and public records, the Subject Property has no obvious adverse Oft M nts or dead restrictions, 22 In 1985, the Pbrida Legislature enacted the Local Government Comprehensive Planning and land Development Regional Act (Chapter 163, Part 11, Florida Statutes), commonly referred to as "The Growth Management Ace. In 2011 the mate Iegisleture rescinded this taw, and now each county can address almost all of these factors as they wish. Sanitary sewer, solid waste, drainage, and potable water are the only public tbdlities and services subject to the concurrency requirement on a statewide basis. if concurrency is applied to other public facilities, the local government comprehensive plan must provide the principles, guidelines, standards, and strategies, including adopted levels of service, to guide )ts application. In order for a local government to rescind any optional concurrency provisions, a comprehensive plan amendment Is required. An amendment minding optional concurrency issues is not subject to state review. To the best of our knowledge, we are not aware of any concurrency Issues with the Subject Property. mmal FPL and AT&T provide electrical and telephone servioes to the area. Public water and sewer service is provided by the City of i3oynton Beach. ToRWraRhx The Subject site is level and at the approximate grade of the adjacent roads. Our on- stbe Inspection revealed no obvious signs of drainage problems. The Subject Property lies whin Census Tract 0061.1Ki, 23 2016 FFUM 06*eo& Cams Rrpon Ad t w: 2U K PMMNtAL WVv MOYNTC M NZWK OL UM WM: 4841! - WEST PALM BEAC"Of A RAT RAY BtiACK FL a": Ia-PLOMM 0n • PA1,M, BEADN COMY 9ttmraay Cir �araa6nprit: Mlb�n++tla�+ _ _ � ..__._ .....:..ate... c... -...e... ....�.. ,. F . . The subject Property Ilan wain Rood zone "V,, eccording 0 #a Flood Insurance Rube Map (Panel Number 120196 0003 C) prepared fbr the Natlonat Mood Inmmwm Program of the U.S. Department of Housing and Urban De. dopnwtt (HUD.). Mood Zone `s` Incudes `areas bebwen limits of the lWyrr flood and 500-yrr flood; or certain areas subject to 100 -year flooding with awrpe depths less then one (1) fbot or whom the coMbuting drainage area is ter dW one square m1a; or areas protected by levees ftom the base flood' 'rho 2015 assessed value fbr the Subject Property Is at ftlB : 2015 2015 AMUMMed f 2.015 Tedzi tdaJcae "IMS - 45 -27-02-0®0-00I0 $532,716 $0 $537,716 $514,457 4 SInc a the Subject Property is under public ownership, f% are no real estma taxes, k Ok__h: ;€ M It should be noted that this office has not perFormed a title search, nor has a title search been provided. According to the Palm Beach County Public Records, the Subject Property has been under the ownership of Boynton Beach Community Redevelopment Agency for more than five years. To our knowledge, the Subject Property was not listed for sale or under contract as of the appraisal date. The Subject Property Is currently vacant, cleared, and landscaped with grass. The north and west boundaries are landscaped with trees and shrubs. There are no building Improvements. 25 Highest and best use kITIMEST AND RM USE The =onary of Rol Estate AWmJML Sixth Edition 2015, by the Appraisal Institute defines Highest and Best Use on page 109 as fellows: 1. 'The reasonably probable use of property that results In the highest value. The four criterle that the highest and best use must meet are legal permissibility, physical possibility, financial feasibility, and maximum productivity." 2. "The use of an asset that maximizes its potential and that is pwaible, legally permissible, and financially feasible. The highest and best use may be For continuation of an asset's existing use or for some alternative use. This Is determined by the use that a market participant would have in mind for the asset when fb mutating the price that It would be willing to bid. (IVS)' 3. 'The highest and most profitable use for which the property Is adaptable and needed or likely to be needed In the reasonably near future. (Unlform Appraisal Standards for Federal Land Acquisitions)." To estimate the Highest and But Use of the Subject„ we have considered time uses which are legally permiss)ble, physically possible, financially feaslble, and maximally productive. Consideration was given to Individual features of the land such as size, shape, location, access to roadways, and the availability of utilities. Consideration was also given to the surrounding land uses and the demand for property in the current real estate market. Q,nclusllon It Is our opinion that the Highest and Best Use of the Subject Property Is for fluture commerclal development. The reasons for this conclusion arse as follows: Legally Permiasibie The Subject Property Is zoned far commercial development by the City of Boynton Beach. It Iles within an area designated for mixed use (commercial and residential) by the City of Boynton Beach Future Land Use Plan. Phyte ly Pga le The Subject Property consists of .48 acres located on the high -traffic Intersection of North Federal Highway and Boynton Beach Boulevard. The site 26 has frontage on and exposure to North Federal Highway, Boynton Beach Boulevard and N.E. 6th Court. However, due to Its small site, narrow shape and proximity to a slgnalized major Intersection, physical access Is available only from the eastern boundary via N.E. 6th Court. In addition, its relatively small size and narrow shape significantly restrict the future commercial HtFhoet and Deem Use development potential and flexibility. Due to these factors, It Is our opinion that the development potential of the Subject Property would be greedy Increased if done so In conjunction with the adjacent property. Financially Feasible During the residential housing boom, numerous properties were purchased along the Federal Highway corridor for mixed use redevelopment. However, the real estate market collapsed along with the national economy and the demand for redevelopment properties ceased. Vacant land prices declined drastically between 2006 and 20013. The rate of decline decreased during 2009 and began to stabilize in 2010. The market activity fbr redevelopment properties has Increased during the pest two years and land values appear to be stable at this time. We expect this trend to continue as the real estate market Improves and redevelopment becomes feasible again. In our opinion, development of this site could be considered at this time as the market continues to Improve. Maximally Productive It is our opinion that the maximum productivity of the Subject could be realized with future commercial development The adjacent property owner would be the most likely purchaser. According to the 10h Edition of The ADnralsal of Real Estate on page 44, the valuation of land begins by Identifying the real estate and property rights valued, any encumbrances, use restrictions, and the land's physical characteristics. An appraiser can use several trechniques to obtain an Indication of land value: • Sales Comparison • Extraction • Allocation Subdlvislon Development Land Residual 27 s Ground Rent Capitalization Usually the most reliable way to estimate land value is by sales comparison. When few sales are available, however, or when the value Indications produced through sales comparison need additional support, procedures like extraction or allocation may be applied. in the case of the Subject Property the only approach used was the sales compartson approach. .., I U&I■�: -In order to estimate the value of the Subject properly, a search was made for recent safes of vacant land within the Subjeces market area. Our search was concentrated on small vacant commardal properties located In the eastern portion of the City of Boynton Beach close prowmity to the Federal Highway corridor. We analyzed the Subject Property and the eomparebies on a price per square goat of land area basis, which Is the most common unit of comparison used by partldpents in the market for this property type. All of the comparables wane considered with regard to property rights appraised, financing, conditions of sale, time or market conditions, location, size, site quality and main road exposure. 28 Our search revealed five sates of propertle9 purchased for redevelopment that were considered to be suitable fbr direct comparison to the Subject. As shown below, the comparable sales Indicated non -adjusted values ranging from $14.88 to $24.06 per square feat. Vacant Lana sate$ ColbrwaY ilk Priory Inc. B15.74th $Me Number i 2 s 4 B Record ID Number S06ti gas 84M SS00 MI ORBK/Pu 27636/849 Z7502118 26636/679 2694G/1 26486/1 ltttctlrr Sale P1 $130,000 $4,710,000 #345,000 $550,000 1$700,000 ohm - Acres 0.48 0.20 4.52 0.33 0.74 1.06 SUN - 04.FL 20,999 8,736 195,766 14,337 32,069 46,337 Prion for Sq.FL $1A60% $=04 $24.06 $17.18 $0.11 southeast tamer Of North side of Southwest Northwest >comer East side of North East: comer of comer of Oofr North Federal Ocean South North st es Ea Federal Location Highway and Avenue, redw al sway Federal HighwayEast Ocean Highway 60 feet ma Averand between NE Boyntonand Oak of ME 3rd East ocean NES tete FTC RaOroad 4tif and 60 Avenues !leach Boulevard 9bnat Avenue Avenue ton Boynton Boynton Boynton Bayrrton MY" City Beach Beach Beach Beach Beach bath Dabs of Sale )un -15 May -15 Feb -14 Dec -13 DOC -13 Dow of Val& DW_15 > CBD C2 MJ -H CBD C2 CBD Condltlarw of Sde 0% -10% 0% 0% 0% Mariam Condttion Ary. 0% 10% 5% 5% 5% Adjunted Fria Per WAS $01.94 $29.27 $15.01 $18.86 .FL PlryalcaI AdfwVnw is Location 0% O% 0% 0% 2041 29 0 fn IN S$$ . § e N � ■ f � � 0 0 fn -41 ism A gill LA •.� 4 - tea• _ � q •` � yP `18 4„��4� R ��.w� � �� �'� • ® �—� : � � B wq M `_. 0 and 19prAufva a jnquve id im 1�avm A Ajaqq,4 004uAco jo uma.L 's)pow 'Ac a a" 16 9 9 w 0900 -s00 -co -w -slip -o -W PULS PIC M JO 3308 WN 09 'GnLOAV MvWO Wva P GM MM SEWS IPPOM14uncO W"Q W19d Itpwg uo&jA*e OwnwAy uiono 3m s" FM WSMA 4PPAMMM gm J"UWD IM alow uqwpmma Isibn az XRL uop sowm *"A AW"Wd alp'llo IIII IV 1 Pf XP=mwd "a lim U%7%%a a Grantee East Ocean Avenue, LLC sale, pate June 24, 2015 Mod book/ Page 27636/849 Recorded Plat PB 1, Pg 23 Property Rights Fee Simple Land Sale No. * (Cont.) Condition* of Sala Arm's Financing Cash to sailer Sale Prfce $130,000 Lamed MIL Zoning C2, Neighborhood Commercial Topography AN upland with mature trees Udlitles All available Land Use Pian Local Retail Commercial growl Land Size 0.201 Acres or 6,736 SF Front Footage East Ocean Avenue Sale Price/Groes Arra $648,214 Sale P4rbe/Groas OF $14.68 BAMado This property was punrhased for Investm gra purposes and future redevelopment in conjunction with a0cent properties. Land Sale No. 2 33 I. +� on ON `d r. ® �' t 3EinI i S D Bales Data May 26, 2015 Dead hook/RaUt. 27562,/1854 Property Rights Fee Simple Land lime leo. 2 (Cont.) CondWoea of Bale Arm's length Financing Cash to seller Sales price $4,710,000 zoning MU -1-1, Mbted Use -High Density Topography Cleared, all upland and useable U1ii1ties All available Shape Rectangle Land Uye Wan Mixed Use Cone We= Land Sim 4.517 Acres or 196,766 SF Front Footage South Federal Highway; Ocean Avenue indtcmtom Sale Prfe.e/brass Acre $1,042,696 tame Price/Grass SF $23.94 BMMUIM This property was under contract fvr approvdmately 2 years while approvals were being obtained. The site Is being developed with a mixed use project called 500 Owen. it will Include 341 luxury Mental apartment units, 13,300 square feet of retell, 6,600 square feet of otftce spew and a 664 -space Integrated paridog garage. Construction has begun and the anticipated completion debt Is Fan 2016. The City of Boynton Beach wfil perUcipabe funding $4.4 million over a 10 -year period after the project Is completed, using taDoas aeebed by the project Laird Bale No. 3 35 lop-, ,� �. ➢� i�f[a a Qhs 0.31 • •LF (� I• tfGwaOsR Avi . � Pl �xW�j., r.� . t .: br.� w. o�ga�a,rim fL � �q Retold sm Prwrw TWO taammen;W, Vacant LmW Adder 209 Norah FiscION "Ighway, 0oyntan 8aac h, Paun6m,ch County, Makin 33435 1oeal1M NorOwueat corner of No. dr ftfta! HlghvAy and NE ILt Avwws Tot ZD 00-49-45-2"3-001-0121 IA4pl Dmmdpftn E1/2 of Lot 12, Lot 13 A 14 (ems 20 faet, IN*& 1, 0�inal Town of Boynift aLkamb, am~ P1y0��p3.�yj ProperUet , /,Ieanc. Gnat"a8R67+ Na F 1, LLC 36 dale Date February 19, 2014 Deed Book/Page 26638/879 Recorded Plot PS 1, 139 23 Property Rights Fee Simple Land Sale No. 3 (Cont`) Conditions of Sale Arm's length Financing Cash to seller Sane Price $345,000 JAMILAM Zoning CDD, Central Business DisMct rapWaphy Previously Improved utiDtieo All avallable Land UN Pian Local RsteN Mrnmerdal ®row Land iza 0.329 Acres or 14,337 SF Front Footage North Federal Highway; NE asst Avenue 110112111111211111112 Bak Pr1ce/Gross Acre $1,048,211 Sale Price/Gross BF $24.06 BMMUU This property was purchased For Investr, o t purposes and future redevelopment. it was Improved with a 59 -year old ante building containing 1,035 square fleet at time of sale. The buyer Is ranting the bullding until redevelopment occurs. It Is currently used For an lot cream parlor called The Boardwalk Mellon Ice ik Creamery, Land Sale No. 4 37 t 14f;'%rh L WJ Y TF L IoAww-v W] NI w �rj 12 0 A atmityZdaltafICI&M, Rewrd M 8500 Prqwfw TWO Commercial, Vacant Lurid Addr*" 413 Enst Ocean Avenue, Boynton Beach, palm Bwch County, Morkla 33435 Naftwest comer of East Ocean Avenue and the MorW 15119 est Railroad Tax ED 08-43-45-28-03-005-000, 0091 & ciao Le"I DWOFlptfwv Lots 4-6 & 9-11, Stock 5, Town or Boynton Agfa Rea GftrA*r 417 Emt, Ocean Avenue U.0 111111rant" 2W Sw#ftn LLC "Is, ftft� December 27, 2013 r C2, Nalghboriwod Commercial Dead Book/Paps 26546/1 Recorded Plat PS 1, Pg 23 Property Rights Fee Simple Conditions of Sale Arm's Length front Rootage Land Sola No. 4 (Cont.) "nancing Cash to seller Sale Price $550,000 kand Citi Zoning C2, Nalghboriwod Commercial Topography Prevlously Improved Utllltdss All available Land User Plan Local Recall Commercial Gross rand ohm 0.736 Acres or 32,069 SF front Rootage East Ocean Avenue; NE 3rd Street aidbalum Sale PrIce/Grose Acro $747,077 Sale PrIWA/Gross W $17.15 This property was purchased br Investment purpom and future redevelopment In conjunction with adjacent properties. It consists of two parcels, one fronting East Ocean Avenue and one ilronting ME 3rd StnwL Land Bale No. 5 39 ?4 St m I" We Atp v, 0 P15MOwtv TdKdtsGdj= Reawd wet I t IN* eve M, 8501 PIMPOrtv Tvpal Cawardal, Vacant Land Addrwir, 512-600 North Faderol MWwway, Boynton arch, Paim Reach County, Florida 33435 Law"aft Eeft alder of Noft Federal HWP&&y ha NE 4th and 6th AvwKm rax W 08-43-45-22-05-000-0010 & 002-0010 Level Dalw%alan Lab 1-3, Shock 2, Ovic Center & Late 1-6, R.S. Mertes AdL, pp", dwantar B*Yfftn Sawh PnWarty Partmm, LLC Granue St- Mark% Squam, LLC eals Do -to December 03, 2013 40 Dead Book/Page 26486/1526 Property Rights Fee Simple Conditions of Sala Arm's length Lata! Bale No. 5 (Cont.) Financing Cash to seller Salo Prim $700,001) Land Data Zoning CBD, Central Business District Topography PmvkmWy Improved Utilities All available Land Use Plan Mixed Use Land Bbte iarf anatlon Grose Land Bite 1.064 Acnes or 46,337 SF f=ront Footage North Federal highway; NE 4th Avenue, NE 6th Avenue Indhatialm Bale Price/@tUM Acre $658,049 Sale Prlce/Gross 8F $15.11 RaMAdM This property wets purchased for Investment purposes and future commercial development , M. !�A � X71. -t• •i� -N@ �aI=M-s, All the comparables In this analysis Involved the transfer of a Fee Simple Estate basis, with the buyers receiving full property rights ownership. We are also unaware of any adverse deed restrictions or any other property rights limitations which would have affected the sales. 'Therefore, no adjustment was considered necessary for property rights conveyed. The transaction price of one property may differ from that of a similar property due to atypical financing arrangements. In a case where favorable financing Is established, a cash equivalency adjustment Is often necessary. However, all of the sales analyzed herein lnvohmd either market terms or cash to Grantor Therefore, no adjustments were made, nor any cash equivalency performed. 41 Adjustments for conditions of sale usually reflect the motivations of the buyer and seller at the time of conveyance. Wlthin the confirmation process, detailed attention was made to ensure the conditions of each sale. The majority of the sales required no adjustments for conditions of sale. Sale 2 was purchased for a new project that Is being paMally funded by the City of Boynton Beach and this appears to have had an effect on the price paid fvr the land. Therefore, we have made a downward conditions of sale adjustment to Sale 2 for this factor. Market conditions generally change over time and may be caused by inflation, deflation, fluctuations in supply and demand, or other facwn. The sales occurred from December 2013 to June 2015. Overall, market condidons have improved since the earnest sale date and we have adjusted Sales 3, 4 and 5 upward fior this factor. We have also adjusted Sale 2 upward as it was originally contracted 2 years prior to Its closing, while approvais were being obtained. Sale 1 was consklered to be representadve of the current market. The Subject Property Is considered to have a good location for future commercial development at the comer of Federal Highway and Boynton Beach Boulevard In downtown Boynton Beach. The majority of the Sales are similar to the Subject being located In the City of Boynton Beach Core redevelopment area between East Boynton Beach Boulevard and East Ocean Avenue. Sate 5, which is located four blocks just north of the Subject, but out of the Cors area, was considered to have an fnferlor location compared to the Subject and .an upward adjustment was applied for this factor. ,r The Subject Property contains .48 acres. The sales range In size from .20 acres to 4.52 acres. It Is typical In real estate for a small site to sell at a higher price per square foot then a large site, when ail other characteristics are equal. However, for this properly type, the adjustment Is ofd set due to the fact that the development flexibility Increases as the size increases. This Is evidenced by this data set in that the smallest property (Sale 1) sold for the lowest price per square foot and the largest property (Sale 2) sold for the highest price per square foot. Therefore, no size adjustments were appiled bo the sales. 42 S_Itr _Ot!plity The Subject Property is considered to have adequate site quality fior future commercial development being all upland and useable. While It Is somewhat long and narrow, the limited setbacks would permit a wide variety of uses. The majorlty of the comparables were considered to be generally similar to the Subject at to overall slttee quality and no adjustments were made for this factor. Sale 3, which was improved with a small building at time of sale that is being rented until redevelopment occurs, received a downward site quality o0justment for this factor. Main Road ExoosucL The Subject Property is located on the signalized corner of two main roads and has a high degree of exposure. ThIs corner Is the main comer in downtown Boynton Beach. Sales i and 4 are located on East Ocean Avenue west of Federal Highway, whkh Is a secondary road, and upward adjustments were applied for this factor. Sale S has frontage on North Federal Highway but not on a h(gh-traffic corner and an upward adjustment to a lesser degree was made fbr this factor. Sales 2 and 3 have main road frontage similar to the Subject and no adjustments were necessary. GonGl s on - land -Value Analysts As can be seen on the chart displayed earlier, the comparable sales Indicated an adjusted range from $18.60 to $23.94 per square foot of land area with an average of $21.66 per square foot. All of the comparables sales were considered to provide reasonable value indleatlons for the Subject Property and were given approximate equal weight In reaching our final value eondusion. Therefore, It Is our opinion that the Subject Property had a Market Value of approximately $21.00 to $23.00 per square foot as of December 30, 2015 or $450,000 as calculated below. 20,999 Sq.Ft. X $21.00 Per Sq.R. $440,979 20,999 Sq.Ft X $23.00 Per Sq.Ft. $482,977 Say $460,000 43 ADDENDA ENGAGEMENT LETTER a+�►r ��aa 141DFWkLM&xQL&ft1 Mk1z aRXwhkrtµrkcr& LOAM RSr1e sagpt�IX%w*MN Fal 192 OMPAOUM ,ate arc elan I�l4tt M*qMPbMn 18x90MW4MM* M1 FMAM411 200 MA= =61j=FMX a�•p►rn�lkrRJt.wa Oaa:tf�nttZ2t9D t COMMAUM O"Lli blMnsod ortrWaeL am W 132til>Uoza4 WU L Ptil O&M ftmem 11 br d 1141phnaa SMS tadWLrl1OL8tt708 Fin rV Fwt 04 O * L uAt OMOM U cip -'F - - Uft Callaway & Price, Inc, Real Estate Appraisers And Consultants ww►e "Ils"ysrsdpMen.com Licensed Real stets Brokers PkMMdF" ttcTj"SOAhP4 tutaft Nkx "M December 14, 2015 Theresa~ Ut terbadt Devolopmo t Servkxw Specialist BoyrttDn Beach ORA no North Federal Highway Boynton Beach, FL 33M Dear Me. ummftck: We would be pkinoad to p upre an a Mmkai report an the vacant ate iocaW at 222 Noa Federal Highway Irl Boydon Beech, Mrida. It Is our L mdomtending that the purpose of the appmjul to W esdm be the Marimt Value of the Fes Simple Maw Ibis report wig be pr+eparad fbr our elm* and intended ter, tiuyrl= itch CRA. 'The intended use Is to esftt do client fbr Internal dedaron nvWng. The amps of work parkwmed le specific t* the rA*ds or the kvxn led retial° and the intended use. No other ues is intended, and the soope of work nay not be opproprtata fbr anter user&. The !lees would be 41,91M. The fee Is due and payable upon deb rery of the report. We wM provide a POF of the tiW report and a hid copy upon mgsestt. We velli have the report oornplftd In erppr oxhnately :, VZ weeks ftm the deny are raochre your authortratlon. '4ua mm*y OW aq>:ulc UW A= VW ` -d3 ap uj" waou ,M" W uoA" ujq" Inepp eta sures o4 e5ej jawanum Jr '4tteu>s WOV a1L3 d4 4,aaojg W+Q gnujap a dVqpnmo jays :pW4uo%raweaUDe wo Ul wei lee swlvwd mn WA Alduxo r4 JaPW uoO )a WIN ems. •AmWs "p awMa s Aaqou4M uM*.i,,gR mg tglm slglWuuaa sl wp ;wALN 2 W 4o up cn Popww aq mw Mlcluoipap Pamp spuo= ov '4dwwm pus lepuvWoo jo *dwexs we wta Viom -Ngrrd wpoodnp dux Aa,xMp pue 4oeu4t�oo 94I ,lo uo'pewuupa ucdri jo:p&q r ata ,lo uopmwd ul "ow sllgnd UO 144W Ott V NID X13 04 Jopumq pug elJ*M WM SUIUMW J% 43uawallnlW He POW 'to put :mal Aq poWotpna se adsox!b pasopslp 4ou guu sllaowwmbw ;uoaau alwd waw xkwu pua loquepUmo Qui wq4 ao 4dumxR we 4wa xpmw ogqnd VKp awtaug 'C 'ml Aq popywid gaqmntgo sstao'jam •ay'OTT jo*dmp ul pow(W mg Ion :Wu scop mp 4sao a ae para Wuaasu aip apinaud l:inom m e43 pLA suoplpum pus su mq ewes at uo spxau end tpno o4 suers LW aggnd st14 opyoud .z .aalAm vW wiWed +q .iquo ul VVD otp Aq piuMbe+ aq plm AlMomoeu pus, Aajmpuo 4ecp sp=w Mgnd u4e4q wu pus dmx *1 :ilstx a+amuca smi 'ids ,mvi mmom Mnd a eWaW qVm Aidum Iisp japes 4ueo 9%L 'SWOMM splaoW '57T JWd40 a0 :ps kwaft alignd of Aousev 3um&pA dslunwu a tpom vo4wtag %a "q O&M Slot 'b .Legwwoa Zslp apods %qAAS 3uawdopaaq 409(yo Kltl OWegL Therm Utte back iiQYEdlopment Services Spedellst Boynton Beach Cliff De:c:erl ber 4, 2016 Page Three V the above is agmeable to M plane slan below as our emotion wW return It •o bhat we may begin work tmmedtahly. Thio agnmment Is subject to the Agreements and Conditions ltsbad on the attached pages, a copy or whish d"d alp, be Agned and returned to us. our wwk will be done to accordance with the Appraisal tndftts Code of Mix and Standards of Pr OhWoml Practice. Thank you far the opportunIty bo be of service. RempedMly suhmfted, CAU.AWAY & PIUCF,. INC. Stephen D. Shaw, MITI CwtGen, RZ1192 SDsljs Atbxtvnardx Accupbed by%Dats: Date Name And 7We► (Printed or Typed): dient Dart IDO or Wf: Boynton Beata CRA r' . 1,W404o" ---- 6 attire 1. 7 Pte: The complebed report shall aamply with the preflanbnai and sWcal standerdr of the Appraisal MObAe. The mpot3 will be addressed to the Cknk or, as dlrh by'the C31ent. 2. Offi n: The fee is due and payable as deslpnatred In tlts contract Ishtar; the miner Is to be ow t to the Appraiser along with the slgne>+d contract lettsr, which condMa es audwrtzation bo awnmence the; =09n rte nt. The Appratsa-a/ConstrUntV eomperwailan Is in no evwt contfngerrt upon a p�odttMi 99 Ined value or cor>ciUslon. Co WWgn Date: Every effiort will be made to deliver the taport as per the spelled date In tfta contract kUw. 9 deieys occur 1br mesons kyand the contr+uf of the Appralwr%Cons< Kant, such as not rerettring rtaoeralrary date requesbad fhcm the Client in a bmdy manner, changes in the scope of services of the asWgnme nt;, errs of God, at eebera, the due date shall be axbendeed. 4. : 'liter AppmIsWConsultarht sham to the best of No abibtyt cam plets the assignment bt oornplionce wM prof mional and ethical ratendarcfs of the appratset irWusbry. Changes which albs not In Imepirtg wM tham sbanziarde will mecsseihets a neer eonbaat letber° and raMotfadon of the orfglnai fee; or bfiled on a time ba sa ptue the ori¢inal fee, 94nadWiga; TWe "neemwd may be cancOled by the Client by wrf n nonce, or beleptwns followed by wrftben nottca:. Apprhst alConsul ant submit it stal*mw t based on profesolorrei tine wW expenses accniejd, if appiia blew, for ag swvlces expanded to the debt of ceneallation. 6. Additional R&U= Cnnla&: Additional coplrs will be furntadheld upon ra4ues4 and pmpayrno t of $1 per page per report: 7. Qftafi= All flees and expetnaft are due upon de h*q of the flnal report. A labs Marge of 1.5% per month shall be Imposed ort batano w unpaid 30 days Mar bile sbftment dabs. nF ooIkK ton aft tas become rtecesseey, &H cast for soma, Ine Wing count coats and altaomWx fees wilt be added to the balanic duce. We area eurrw* op3rtrtirtQ under an agree rrtw* with a cWliac ion agency which dwMes us 53A%. IF THEIR C OLLEMCM SERVICES ARE REQIARID, CLIEWS TMAL BALANCE DUE YAM ilk INCP"SED BY 53.0%. tt. : This agreement and the complebsd rgort shag I;* sotr)ect tit the after ed Lkniting Conditions (Also mduded In said report). •OAOq* peulpo VoweeiaV#ouco !*tp al Be Aqw;0I I 'UQWW*IW IauoppSWaad Vita jo BUMM W pue NMaµ,Q W Wdau iota mpolp el Jlo alp Aq pgxpoWe ol juqqlnwxWmpMV 'Iapu emuao POA"Wuw pug '*Wjo atp Aq papnwW espa4 p aselun 'vii ul plq aq IWA 4wW stA Aq poWcA incl 4uuWmmWjwqwddV vip p ApWoA vq3 uiaum Him *mwu Dlwe $q; j4I pelqumsv &WO ' B L Unless otherwise eitrrted, the value appearing in this appraisal represents %a opinion of the Mariam Value or the Value Ierfed ills OF THE iaATE SPDC IR - Mdft Value of real estate Is afFected by nattiond and local econornk cond1dons and consequently will vary w th Uure• changes in such oondltlons. 2. The value esl nated In this approkul report k groes, wtttmmt gxt"ratton ghren to any owurnbranee, riestrrWm or qua 0w of title, unfew wadkaMy deif9ned. 3. This appraisal repot# covets only the property described and any values or rates utfltoed suss not to be construed as eppkabie to any d tar property, however sirnttar the propartfes might be, 4, It is assumed that the tete to the premises Is good; that the legal description Is carred; Owt the Impr+owwnte me entirety and eomidiy Located on the Property described and that theca aro no ancon hrneMs on this property, but no Investigetbn or survey Iwis been made, S. This appy lsal expro res our ophforl, and empioyment to rrrske this appralwi was In no way contingent upon the repoffl" of pr+eliaeerreined valm or cortatuslim, 6. No rwportclblky Is assurned for rnattem fagot In nature, nor is any opinion of We rendered. In the peribnnance of our Inveedgetion and wwW* leadt to the ct n dusbns rwAAad herein, the sta,tenwas of otimrs were ralled-on. No Re Uty is swumed fi r Va oonedtneea of fosse stateffwf ; and, M any went the appraiser's total liabtaty for thio report: is knited to the octual-tse charged. 7. lldttrar a* nor any part of We WrA w is of this report (espedally any conclusions, the identity of the appratrer or the firm with which he Is cotumclad, or any n ttarance to the Appraisal MWtute or any of its designations) swfi be disseminated to the pubac t wx4h adi erildng nwdla, public relations maeft, news meadia, Sales modia or any ad war publto means of eomnwnicetlon without our prior wrIlim consent and approval, S. It Is assumed that diene aro no hidden or unapparent conditions of tate pmparty, subsofl, or structures whkh would render it moria or teas vsiwbhL The appraiser amiMa no responsibility. for such condlt em or the englnes kv wtt<fch mlclht be required to dbwver then tfacmrs. 9. Unless othembe obftd In this report, the axistanoa of hawrdtu s �eubstsnces, lbs Including without 9mtilan sbM:hYbotrys chart8rum (mold), asbestos, p bHnn1ed bhbhenylsr peMieurn leakage, "•Chinese drywair or agrlisrkml eMmIcals, which may or may not be prew t on the pmperriy, or oftr envlronmentnl cxmdMons, were not called to the mon of, nor did the appMser becorne swam of such during ft app %lft'e Irubpaatfon. The appraiser has no knowiedpe of the mxhftnae of such mah"iels on or in the pwpertyy unless aMwwbs sfaW. The approlser, how&veir, Is not quallfIed to test Far such substances or cocMtdons. V the prevance of such subiftnees, .such as asbestos, uree fbrmaklehyde fotwn Insulrrtlm or other hatandam substances or anvkonmental conditions, may afPoat they value of the propvty, the values astlrnated is predraet o an the aseumplion that utero k ria via pradmliy therwbo that would causes a loss in velve. We ane unaware of vory wet eondlOons that may have axMW for days or weeslat which arc requirebd to grow mold. Na n3spononty is assumed far any such condMons, nar for any expe:rtt m or englnaaring knowledge mqu*ed to discover them. 10. The Arneeicene wRh DisabMaes Act ("ADAII) became afi Ove .lenusry 26, i902. The appraiser has not made a iperdft compliance survey and wwlysis of " properW to clst&mdne whelber or not 9 is In conformity Mh the various detailed requiruammW of the ADA. tt to possible that a compik4nee surrey of the propwrty, U*dhw with a detailed emlpft of the requirwnenta of the ADA, oould r m"I ttwt the property Is not In catnpilance with one or more of the requlresmwts of the Adt. N so, titin fact could have a neq*tNls ePtiect upon the value of the property. Since the appm1ser has no c9rect evidence rok*V to this Issue, poke nonewnplienee wtth the reWremeents of ADA in 9s;bffuYMV the value of the property has not been consk. 0 Pro fs-ssIP-qw uy-k Inns tunsillt-vr' rootima; Member, Appraisal Institute, MAI Designation #10461 Florida State-Oert9ied General Appraiser RZ1192 Florida State Licensed Reel Eeftfae Selasman 0495422 W%r nd .eyasiuw Princlpal, Callaway& price, Irk. since January 1999 SeniorAppralsal onsultant, Ca6my & Price, Inc., since JLIy 1997 - December 1998 Appraisal GonsulteM Calloway & Price, Inc., since April 1994 Amminto Appralser, Pinel & Carpenter, Inc., Orlando, April 1992 - March 1994 Appraiser/ltasearcher, Calloway & Price, Inc., September 1987 - March 1992 Special Magistrate Palm Beach County since 1906 Special Magistrate, Martin County, ZM Palm Beach County, Fiorlde Martin County, Florida Brwmard County, Florida Sar eft County, Piorlda Sadtelor of Science Degrimh Business Adminlstmtion, Major In Real Mate and Finance, Universtty of F11orlds Appraisal Irwtb ta: Course 101- An Introduction to Appmising Real Property, 1992 Course 201- Principles of Income Producing Properbta, 1991 Course 2-1 - Case SWdles in Real Estate Valuation, 1992 Course 540 - Report Writing and Valuation Analysis, 1993 Course 2-3 - Standards of Profbaslonal Practice Parts A B 13, 1991 Numerous seminars sponsored by the Appraisal Institute Acreage AGLPs Apartment Complexes Aubomattve Service Facflldw Bowling Alleys Commercial Bulk Ings Condominium Projects Eminent Domain Golf Courses Hobeis Marinas Mini -Warehouses Ofigce Bulidirngs OfRon/Wanehowes iietall Bulldings Restaurants Special Purpose Properties Shapping Centam Vacant Commercial Land Vacant Industrial rand Vacent Mulftrnly Pods Vacant Residential Land Vacant Single -Family Subdivisions Warehouses ChganlZationa and A}iillations Appraisal 7nsMutes Experience PUNIew Comm ttee t thkco & Counseling Car►mittee South Florida Chapter Board of Directors Business Development Board Palm Beach County, Member STATE OF FLOW DA DWARTMENT OF BUSINESS AND PROFESSIONAL REGULATION FLORIDA REAL ESTATE APPRAISAL BD IM N. MONROE ST. TALLANABSErt FL 323904T w . o STUART Wc"FLW can L Is Alligil vw9lh ftbome you hmma 0 lb vy—ft-l—; -4 FA Z �w 0- --b - - , bmkW%-ft" bmm ib bmbmo —A sowmVibum. lief lyh, s�i . t�0e ��ti�ilbweeu�ia�(oe�,1h odor n� &.dju r d*h I* M, gvw k -u. W. _7;;r - W- 0 F�=w SWA Si id —oop —thrwWwMd$ -�Lumwoo %Wm o mrso 11 am oave W:-wppQ7NWW)V"q In _Man mm AP MED ROM raw qXru6 INWED: ilMIAIM4 DETACH H9RE 8W487-1396 6m# Li4moommi c IM NKI im il'§k 'V t 1XI DISPLAY AS REQUIRED BY LAW PA 40 6m# Li4moommi c IM NKI im il'§k 'V t 1XI DISPLAY AS REQUIRED BY LAW 6m# Li4moommi c 1'wh�-'ItOnup-!,i.-'sly#Iz::�1�i1;�1t_IceJt4��1rp.rrfirf?��x�� Morlds State -Car~ General Real Estate Appraiser, RZ672 Staff Appraiser, First Federal Savings & Loan Ammclatlon of Delray Beach, 1977-1982 Associate Appraiser, Callaway & Pry, Inc., since September 1982 JIMW As An U3ld1Mit neris Clrcult Court of Palm Beach County, Florida Florida Real 5tabe Commission, Course 1, 1977 Appraisal Institute: Course 101 - An Introduction to Appraising Real Property, 1978 Course x01- PrinciPlow of Income Property Appraising, 1978 Narratfve Report Writing Seminar ht A-7 Emminatfon, 1978 Course 1A-1 - Real rEstate Appraisal Prhtctples, 1987 Course 1A-2 - Barsie Valuation Procedures, 1987 USPAP Core Lew for Appraisers, 1994 Appraisal Review, 1994 Numerous Continuing Education Courses and Seminars by: Appraisal Instihite Gold Coast Prof1smionaal Schools Bert Rodgers Schools MdChssodc Appmisaf School South Fiorfda Wator Management District Agricultural Land Automobile Dealerships Civic Sites Comrnerclai Buildings Condominium Projects Eminent Domain Environmentally Sansitive Lands Gas StatlorWConvenience Stones Golf Courses i+rket/Feasibllity studies Warehouses Marinas Oft9ce Buildings Regional Maio Wall Buildings Self Storage Fed hies Stopping Centers Soverelginty Submerged Land Special Purpose Prope rtfes Ommercial Land Indushial Land Residential Land STATE OF FLORIDA DEI*ARTWNT OF BUSINESS AND PROFMIQNAL REGULATION FLORIDA REAL. EMTEAPPRAISAL RD 1W, N. MONROE ST. TALLAHASSEE FL 3"9"703 MERRIn JOS M 609 VAW 3,EQ ELL30ULE1 �� u wRrd "m i R�� w bnbequs or rb, Dory dfW as Wwk to do bulks jn m*ft setas you 1w �o{EMU" �, Pi�ar�e_ _ Iglp _oqb d t+eundegwis ba r. y°u' wm INa1a��4�1 RV,kalpn 4d the Depwbnsad W Uowm �, FaW Y►� n40(�s fim i* rem yoc bso 1Md you a m s" ymr �oorFgndulsikw,.«r In Pk4ft yo wrrerr0'ust t DETACH HERE l iCK 906'Tl; GOVERNOR • t7EPIA�'tc ��� 850-487-130 i �T��a.' + 9 ••' = ti { 18 13E#lj"IR(F0. rhdai alOW910 of MATS Fs,, a4'dIF+(OV11�=df0 LPISMI{goifat 14 ::�aSP•.5%'BCt+'�r'-.r.'w •4N: e:i.i}...-=I7�-•_• _' � .� �RAL�4P'PRAIEEEi •..i�.,•`:��4�,'•i:F. �..:• . i �pr tis o Mw 475 FS, • I�VC�f �'�'l�•�' 1•• . ���:• `•�«�.1:N�\'yAir "�'�'.�+ •1wY3.�, �`•=7�A!• rvmQQA* NOM 2m I HILL Mo.- \ " i BMW •,•. •` .' ' LN OW010 4 OWLRfM R6Ql1IN WrLAIrN KEN ti, ONWAUW .•, •,,,' ' '•' .h •.• t rte. u ��� � i,L�,t .y• .•�."t-11.1 �•. B�OYNTOCRA =BEACH CRA BOARD MEETING OF: April 11, 2017 Consent Agenda Old Business I X I New Business Legal Information Only AGENDA ITEM: XIII.C. SUBJECT: Discussion and Consideration of two Letters of Intent to Purchase the CRA owned property located at 711 N. Federal Highway SUMMARY: At their March 15, 2017 meeting, the CRA Board reviewed two separate Letters of Intent (LOI), submitted by for the purchase of the CRA owned property located at 711 N. Federal Highway. The two original LOls received were submitted by Mike and Jana Woods of South Florida Marine currently located at 725 N. Federal Highway, and Bryan Reimer of Coastal Customs located at 3455 High Ridge Road (see Attachment 1). After a presentation from each party, the CRA Board and general public were given an opportunity to ask questions concerning the details of their LOIs. Following a lengthy discussion amongst the Board members, they approved a motion requesting that each proposer submit their best offer as a sealed bid to the CRA staff on March 31, 2017. As of the submittal deadline, the CRA received two proposals, 1) Mike and Jana Woods of South Florida Marine, and 2) Mr. Bryan and Mike Reimer Reimer of Coastal Customs (see Attachment II). The financial breakdown is shown in the following table: Letters of Intent (Proposals) South Florida Marine Coastal Customs / International Tackle Purchase Price $365,000 $379,000 Financing or Terms $73,000 (20%) down payment Cash & 80% mortgage Estimated Renovation Cost $290,000 $250,000 Requested CRA Assistance ED Program Grants: $67,470 ED Program Grants: $71,550 Additional CRA funds: $96,000 Proposer Funds Contributed $126,530 $150,000 for renovation Estimate number of new jobs 12 10 Total Proposer investment = $491,530 $529,000 acquisition price + renovation cost contribution tal CRA investment = $423,470 $317,550 original acquisition price — sale price + renovation assistance BOYNTONCRA BEACH Staff recommends that the Board consider securing its investment in this property/project by requiring the purchaser to execute and record a security instrument for value differential between the CRA's original acquisition price and the selected Proposer's investment excluding Grant program funds, pursuant to terms and conditions to be negotiated by staff. The CRA purchased the 711 N. Federal Highway property in August 2016 for $625,000. The property was purchased with the intention of becoming a future redevelopment site. The proposed project supports the goals and objectives identified in the Florida Statute and the 2016 Boynton Beach Community Redevelopment Plan. If the Board chooses not to accept the LOI from either party but would like to place the property on the market, Anderson & Carr has provided the Board a Broker's listing agreement with the listing price of $675,000 (see Attachment III). FISCAL IMPACT: To be determined CRA PLAN/PROJECT/PROGRAM: 2016 CRA Redevelopment Plan — Downtown District (pgs 81 — 92) CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: 1) Motion to approve acceptance of one of the Letters of Intent to purchase the CRA owned property located at 711 N. Federal Highway. Please note: For purposes of the motion, if the CRA Board approves the sale of the property for less than the fair market value, then the sale of the property will require approval of the City Commission prior to execution of the agreement. 2) The CRA Board may consider requesting additional terms and conditions to the structure of the Letter of Intent to purchase prior to a motion to approve. 3) Motion not to approve acceptance of either Letter of Intent to purchase the CRA owned property located at 711 N. Federal Highway and list it for sale with Anderson & Carr, Inc. Michael Simon, I terim Executive Director ATTACHMENT (04/11/17) �°�AOCRA CRA BOARD MEETING OF: March 15, 2017 REVISED Consent Agenda 6 j Old Business I X j New Business ( I Legal I I Information Only AGENDA ITEM: XIV.A,a SUBJECT: Discussion and Consideration of two Letters of Intent to Purchase the CRA owned property located at 711 N. Federal Highway SUMMARY: On February 7, 2017, CRA staff received a Letter of intent (LOI) to purchase the CRA owned property located at 711 N. Federal Highway, previously known as the Amerigas site. The LOI was submitted by Michael and Jana Woods, owners of the adjacent commercial property located at 725 N. Federal Highway. Mr. and Mrs. Woods own and operate South Florida Marine, a licensed Mastercraft and Premier Pontoon boat dealership with retail space for marine supplies and ski equipment. South Florida Marine has received the Top 100 Boating Industry Dealership certification for the past five years in a row which is the highest certification awarded by the Marine Industry. The Woods purchased and renovated the existing building and site area at their current location in September 2009, turning the once vacant and neglected property into the attractive and successful marine dealership they own today (see Attachment 1) utilizing $15,000 in CRA's Commercial Facade Grant Program funds. As outlined in the LOI and backup documentation submitted, the Woods would like to purchase the CRA owned property located at 711 N. Federal Highway for the expansion of their existing marine dealership, offering a new line of Sea Bom boats and Yamaha outboard motors (see Attachment 11). The LOI offers a purchase price of $350,000, with a ten (10%) percent deposit and conventional mortgage financing will be obtained through the Small Business Administration (SBA) for the balance of funding for the acquisition. The proposed cost of the site and building renovation project is estimated to cost $200,000, and will take approximately twelve months to complete. Funding for the property renovations would be provided by the Purchaser - $65,400, CRA Commercial Grant Program funding - $65,400 and a request for an additional CRA grant to complete the project - $69,200. On March 9, 2017, CRA staff received a second Letter of Intent (LOI) to purchase the same CRA owned property located at 711 N. Federal Highway from Bryan and Michael Reimer of Coastal Customs / International Tackle (see Attachment 111). Currently, Coastal Customs / International Tackle owns a marine product fabrication facility located at 4355/7 High Ridge Road in Boynton Beach. As stated in the LOI, the Reimers are offering $365,000 as a cash purchase price to open and occupy the space to showcase their products and services. Their estimated property renovation costs are $350,000 and they are contributing $150,000 toward the project and requesting CRA Economic Development Grant funding in the amount of $71,550 and an additional funding request of $31,950. There is an unstated balance needed for the renovation in the amount of $96,500, the source of which will need to be determined. If chosen, the Reimers estimate between 6-10 new jobs will be created at this new location. MYV�,OcqICRA Letter of Intent Proposals South Florida Marine Coastal Customs / International Tackle Purchase Price $350,000 $365,000 Financing or Terms 10% down & 90% mortgage cash Estimated Renovation Cost $200,000 $350,000 Requested CRA Assistance ED Grants: $64,400 plus $69,200 ED Grants: $71,550 plus $31,950 Plus Potentially $96,500 Proposer Funds Contributed $65,400 $150,000 Estimate number of new jobs Not specked 6-10 Total CRA investment = acquisition price — LOI + renovation assistance $408,700 $363,500 or $460,000 The CRA purchased the 711 N. Federal Highway property in August 2016 for $625,000. The property was purchased with the intention of becoming a future redevelopment site. The proposed nroject supports the goals and objectives identified in the Florida Statute and the 2016 Boynton 3each Community Redevelopment Plan. If the Board chooses not to accept the LOI from either party uut would like to place the property on the market, Anderson $ Carr has provided the Board a Broker's listing agreement with the listing price of $675,000 (see Attachment IV). FISCAL IMPACT: To be determined CRA PLAN/PROJECUPROGRAM: 2016 CRA Redevelopment Plan ® Downtown District (pgs 81 92) CRAAB RECOMMENDATION: There was a lot of discussion about the cost to the CRA (over $400,000) to agree to this purchase. The sale of this site to the Woods fulfills the CRA mission to remove slum and blight, provide economic development, and create jobs. The CRAAB voted to recommend to the CRA Board to sell the site to the Woods with several stipulations (see attached): • Agree to a Community Benefit Agreement primarily with respect to hiring CRA/Boynton Beach residents • Agree to no on -street parking • Agree that the property has to be brought up to Code and continue to be Code compliant The CRA Advisory Board did not have the Reimers offer for discussion purposes. TO HiCRA CRA BOARD MOTION/OPTIONS: 9) Motion to approve acceptance of one of the Letters of Intent to purchase the CRA owned property located at 711 N. Federal Highway. Please note: For purposes of the motion, if the CRA Board approves the sale of the property for less than the fair market value, then the sale of the property will require approval of the City Commission prior to execution of the agreement. 2) The CRA Board may consider requesting additional terms and conditions to the structure of the Letter of Intent to purchase prior to a motion to approve. 3) Motion not to approve acceptance of either Letter of Intent to purchase the CRA owned property located at 711 N. Federal Highway and list it for sale with Anderson & Carr, Inc. 1� - -////L --z --.0 Michael imon, Interi -Executive Director CRA Advisory Board Recommendation: Letter of intent to Purchase 711 N. Federal Highway (Amerigas Site) The CRA received a Letter of intent to purchase the property at 711 N. Federal Highway by the owners of the adjacent property — South Florida Marine and Michael and Jana Woods. The property was purchased by the CRA in fulfilling Its obligation to remove slum and blight as this property has been vacant and in much disrepair. It is located on the Federal Highway corridor as you enter Boynton Beach from the North. The options presented by staff to purchase this property was to either use it in the Town Center Project or to sell to a business owner willing to invest in the property. The Woods have made an offer to purchase the property at a price which is affordable for their business. The property was purchased for $625,000 in August, 2016. The offer by the Woods is substantially less, $350,000. The property will need about $200,000 of renovations to make it useable for the Woods' business. They will be asking for additional grants (which exist already and are available) up to $134,600. The Woods will be getting an SBA loan to cover the purchase price. This property will allow them to expand their business to include center console fishing boats. They have also gotten several additional exclusive contracts to carry Yamaha and other brands. The next closest similar business is in West Palm and Fort Lauderdale so their location is very central to the market. There was a lot of discussion about the cost to the CRA (over $400,000) to agree to this purchase. The sale of this site to the Woods fulfills the CRA mission to remove slum and blight, provide economic development, and create jobs. The CRAAB voted to recommend to the CRA Board to sell the site to the Woods with several stipulations: • Agree to a Community Benefit Agreement primarily with respect to hiring CRA/Boynton Beach residents • Agree to no on -street parking • Agree that the property has to be brought up to Code and continue to be Code compliant by sunsetting the Code exemptions existing on the property r °�pq.r r490 ere e a S4 Q levo*0�-' page 1 of 1 http:/4& roos-c.-m11h$250.swl/9718_1114476594394 1601024533 303.., 12/U2O09 1 1 ere e a S4 Q levo*0�-' page 1 of 1 http:/4& roos-c.-m11h$250.swl/9718_1114476594394 1601024533 303.., 12/U2O09 1 r i'� ♦rte OA &ca7 Glr,--, Page i of 1 httP:I/photos ]Laklbcdn.neVhphoto"k sncllb470-owlt9718_1114476b74386 1601024533 303.., 12112M w+ 1 m I OkV' 11 I III 0 t Jf� 1. t �ef 1 ix tom"' r� ATTACHMENT Il FROM: Mike and Jana Wood South Florida Marine 725 N. Federal Hwy. Boynton Beach Fl. 334,35. 561-737-9423 Intent to Purchase 711 N. Federal Hv,,- . 1. Initial Letter of intent 2. Timellne of renovations and business operations. 3. Cost improvement breakdown 4. Business Pian and Rnancing S. Letters of recommendation, business awards and testimonials. On USB drive and (Please visit our website at www.southfio iidsmarige.cam to see all our testimonials and business operations. 715 N. Fend HYVY 111".. a Moab Ff. 3 501-7374M= FAYJ 561-737-1510 To whom it may concern, 02/07/2017 We are writing you today as a letter of Intent o purchase 711 N. Federal Hwy. Boynton Beach Fl. 33435 Currently we are the owners of 717 and 725 N. Federal Hwy., and run successful Marine Dealership Service center and Ship to Shore Store. We are Interested in purchasing this property to expand our business with a New Center Console Boat line and Ship to Shore Store. We are offering 350,000.00 to purchase the land and existing building. We are going put 10% down and obtain a SBA business loan for the remainder and improvements. We are also asking the CRA to help with Grant money for the Landscaping, sprinklers, Paint, fencing and signage. We would like to be in and operable in six months from the time of purchase. Thank you, Michael and Jana Wood Owners South Florida Marine 72S N. Federal Hwy. Boynton Beach A. 33435 S61-737-9023 Wells Fargo SBA Lending SBA Lending #17a SBA LenderintheCountry 3/6/2016 RE: Loan pre -qualification, South Florida Marine/1R Watersports IhavereviewedthefinancialandotherInformationprovidedontheabovereferenced business. Based on this information, It appears that your business is a candidatefor areal estabepidime intheamountof$350,000.00. This pre -qualification Is not a pre-approvaland subjectto full underwritingof Wells Fargo SBA. I look forward to working with you. If you have any questions, please do not hesitateto reach out to me. Thank you, Brett Atkins SBA Banker 561-284-3733 BretLatWns@welisfargo.com Home South Florida Marine Boynton Beach, FL (561) 737-9423 Pagel of 4 (561) 737-9423 "ItE 725 N Federal Hwy. Boynton Beach, Fl 33435 0000 �,,,, �,,, ,,,,, C Aantwns 'jq6w4 qgAud Since 1992 Instockhwoohn swwio s + ' i'"aas,aYtnfo The 32nd Annual Palm Beach International Boat Show, March 23-26, 2017, Palm Beach I e. and Boat Show The show extends from South Ftegter Drive and Tdnity Place to North Kegler Drive and Banyan Boulevard along she waterfront. West Palm Beach, FL 33401 Call us for datatla 581-737.9423 New to South Florida Marine — SeaBom Boats will YerrWn► Engines. Ab aro now a complMa Was, Inv and wwry ttq center for both bands. Come am the new Sadlorn Center Coraolee, a brand we have come to love and "I SEA 130r4N http://www.southfioridamastercmft.com/ 3/14/2017 Home South Florida Marine Boynton Beach, FL (561) 737-9423 Page 2 of 4 MasterCraft: What's New In 2017 tom MasterCraft Media South Florida Maine Is the exclusive dealer of MasterCraft boats and Prem Pontoons In South Florida. Located In Boynton Beads, SFM Is a full service boat dealership and Evinntde outboard and Inboard service center. We also service Moomba, Malibu, Sid Nautique and more! From Key West to Fort Lauderdale, Mland and Stuart, we are the best, and oldest, Madercraft dealer In Florida. Choose from our large Inventory of new and used boats, or let us order you a wakeboard waterski, wakeszrf or pleasure boat dlnectfy from the MasterCraft or Premier Pontoon Factory. We are a dedicated team of trained professionals with the single goal of making you a customer for Ife! We're not just a boat dealership, we are a way of life. Our customers return year after year, purchase after purchase, bemuse we make it a point to erjoy what we do with the products we seJL Boating offal the rare opportunity to toes yaw phone In the glove baa and Ove it up on the ocean or along Vhs nnbacaaelal Welenray. We hors been farcy owned and Opens I for over 15 yeah, and hwe all you need to pet you out on the water with your famy. We have been committed to hoping farriies create urhfagettabk rrtetrhorisa on the weapon, and we'reJust patting aIa II Weloorne to South Florida Marin. i We offer a variety of marnm products ad our selection is Proo boats South FloritM Marine prides Itself on having the friendliest and most knowfedgoeble staff in South Florida. It Is ow gall to help our customers Ind the ported watarasrt to 2 their lifestyle, along with just Vie right parts and amossorles. Check out our proctnaes to an what products we offer. If you need help In moki g your selection, feel has ca or stop et—+vele allays ready to serve you. South Florida Marine Is fan lyowned and operated and conveniently kxxtAd In Bovruon Beach, FJ South F ketch Marine can protide you wM the latest and beat M me" products b .. your outdoor!Ntg more enjoy". We spedelize in offering ttm latest nmovaalans In WIN technology. Mie combine a wide variety of produda wflh a nfendy and knowledgeable staff to mead ser or your boatkg reeds. Our goal k to make South Fbrkla Marine your arm -stop dealership for sate, service, and fuel We recognize that our eustanen haw a variety of needs when I tonnes to tett boating lifestyles. That is precisely why we aro cormitted to serving each customer with axoelatca. From the minute you walk through the door, e=mdhg your expectatbna Is our top priority. Call or stop by; ymtl be pled you did. HASTE RCRAM NEIN I T21 USHERS IN NEW ERA OF CROSSOVER LEOACYMEET THE http://www.southfioridamastercraft.com/ 3/14/2017 Home South Florida Marine Boynton Beach, FL (561) 737-9423 Page 3 of 4 The third addition to MasterCraft's do -everything XT crossover boat line, the 21 -foot XT21 replaces the company's legendary X 10 crossover with a boat improved in every way. MasterCraft XT series boats are steadily setting the industry standard in premium features and performance for all towboat activities at a more approachable price. Positioned between the new 23 -foot XT23 and 20 -foot XT20, the X721 is a middleweight crossover boat that is easy to transport and operate and can accommodate a crew of 14. The all-new hull on the XT21 delivers responsive handling with minimum bow rise and improves performance in every on -water activity - from massive wakes, to endless waves and smooth skiing. Like all MasterCrafl boats, the optional award-winning Gen 2 Surf System has been custom designed for the new hull to create three zones of perfectly sculpted lips and sizeable curling surf waves. The Gen 2 Surf System combined with customized hard -sided ballast tanks accommodate up to 2,500 lbs. of ballast to optimize the wake and amplify it to new levels. Featured Inventory Request QLvW 2015 MWMCrea PMOW (%%*Wr At) $46AN.00 South Florida Marine Address 725 N Fedarel Hwy. Boyrilon Beach, FL 33435 RequestCluate 2017 Mes1NC1aa NX720 (MWrCndt Home Page South, Florida Marine This Page Home -00 �. OW RpuestQuote 2017 MWNCran NXT20 (MWnCna) Ij80Xtf400 ,AShare 2017 MWerCMM XT23 (MUWIC aM) $145500.00 More Feakred twen(wy» Navigation Home Brochures In -Stock Inv Terms and Conditions Privacy Policy hap://www.southflori&mastercmft.conV 3/14/2017 Home South Florida Marine Boynton Beach, FL (561) 737-9423 Page 4 of 4 Contact Phone: (681) 737-6423 Fax: 581-737-1510 ® 2017 South Florida Marine Powered by ARI Network Ser ;es - Endeavor 6.31.8028.1 Site a http://www.southfloridaniastercraft.com/ 3/14/2017 Timeline of events for the renovations and business operations of South Florida Marine. South Florida Marine Is an established business located at 725 N. Federal Hwy. we have been In business for 17 years In Boynton Beach. we sell and do customizations on Mastercraft and Premier Pontoons. South Florida Marine wants to expand our current location with the sale of a new line of Fishing boats and Yamaha Engines. We have been a top 100 Boat Dealer awarded by the Boating Industry magazine and we are currently a 5 Star Marine Dealership. attached is our letters of recommendation and awards. We will be operable in the 711 property within 6 months of our purchase. With the external renovations complete. This will include the asphalt;, fencing, paint, signage, landscaping and building fascia. we will complete the internal stone and parts department expansion within the following six months, completing all our renovations within a year from the purchase. Cost improvement Breakdown The cost to renovate 711 N. Federal Hwy. to operating capacity %,III take approximately 200,000.00. We are looking to seek all four CRs Grant Programs. 1. Commercial Fa;ade Improvement Grant -25,000.00 1. Commercial Rent Reimbursement program -10,800.00 3. Commercial Interior Build -Out Assistance 25,000.DO 4. Commercial Construction Permit Incentive Program -4600M 2.3 % of total project .'. Total Grants 65.400.00 ToW Renovatlons--200,000.00 CRA Grants465,401.00) Owner Matth (65,400.00) Add)banal Funning Requested -64,200.00 BUSINESS PLAN South Florida Marine 725 N. Federal Hwy Boynton Beach FL. 33435 February 20, 2016 Executive Sammary Miss#on Statement To Provide our customers with excellent value and service within the luxury boating market. me company South Florida Marine is currently a luxury boat dealership that focuses on Boat sales and service of Inboard and Pontoon boats. We hope to grow by expanding our current location. This will help our business run more efficiently and allow us to expand with a new product of Center Console Boats, a ship to shore store and a new a 21 brand of outboard engines. Our ultimate goal is for our customers to be able to puacbese anything they need to get them out on the water from the avid fisherman to the recreational boater. We want to be the "go to" place for anything you would need out on the water. The Product Mastavraft Boats and Premier Pontoons are high luxuty vessels that are made in the highest quality and us as a service centcr and dealership stave to treat our customers like family. South Florida Marine will be expanding our products this year to Seaborn Boats and Yamaha Engines. The Market Plan on marketing ourselves aggressively in our area community by entering all the local fishing tournaments and advertising in the local magazines and at the boat ramps for our new brand and continue to markct Mastm-craft and Premier by expanding our presence at the local ski/waimboard tournaments and "hang outs" on the water. The Competiafon Our most major competition is always awarded to the comparable products. Our service and customer service are at a 95% satisfaction and our reputation by worn of mouth brings in most of our business. We are the oldest and most knowledgeable Mastercraft dealer in the state of Florida. I feel that our superior customer over seeds the competitions but the cost of my product may be the only thing that may take customer to our competitors. Operations We work well as a t�um, with each departmiumt h5l i each other. Every week a staff meeting ip, held between the owners and mane-yus. i them, is lack iu one area we all chip in to help the other. We are a true family hm at South filo-ida Marine. Company Ownership Struavre South Florida Marine is family owned and operated by Michael and Jana Wood. Company Management Sourtwo We have a sales and service maugff,, sm icce technicians, and porters Management and Ownership Baca% The owners of South Florida Maw both lave bazhelor°s degrees with sales and mechanic badmxmd. Vire have been in businew for 177 Crean, groxAng steadily each year. Trainings are provided by the boat and engine mangy every year and continue with monthly online trainings ani updates. Company Assets Our assets include the business propaty, inventory both used boat and boat parts. Company truck (3) and a forklift, computers and office equipment for four offices. We carr ly have an open line of working credit for 150,000.00 and an open GE Flooring Plan for up to 2.5 million in inventory. ?% Product Masten and Premier Pontoon Boats. —Blew for 2017 Seaborn Boats and Yamaha Wines, Evinrude Motors,—Torgeedo Epic Motors for our pontoons. Mastercraft Boats are known for their role in the Wabmports world. Year after year a Mastercraft is the one boat who pulls all the Pro's into the national and international championship. We also carry Premier Pontoon the high luxury "couch on the water" the most flan out with the family cook out, fly down our double decker on a slide. All our Pontoons powered by Evinrude outboard E-Tecs to run with the big boys down the inter coastal (TCW) waterways of South Florida. Future Products We will be carrying Seaborn Boats and Yamaha Engines. We will be a complete customization and warranty center for both new brands. NIU"k kl$n The Target Market Our customers range from an annual salary of 75,000.00 and higher who enjoy being out on the waterl Or live on the waterways of Florida Location Anabuii South Florida Marine is located in the heart of Boynton Beach Florida on Federal Hwy which is a well traveled main road. Established Customers Our established customers return year after year and purchase after purchase for our yearly events and superior customer service. We treat all our customers like family and thrive for that rqmdabon- Pricing Our boats are usually marked up to a 300/9 margin but end up with 20 % we are feeling profitable. Out parts ace on a 40% mark up as well. We give other vendors and established customers a 10-20% discount as well. We sponsor seasoned athletes and give a 20% off discount for all service and parts received for marketing our company when they are out in competitions or just within the community. Advertising Our advertising strategy begins and ends with the intemet. We have updated our website and purchased more domain names .Again with the new idea of sponsoring our local talent and engaging in more local events we hope to raise our customer base higher this year. We updated our showroom this year, creating a new entrance for our customers and a parts counter. Contuedior A The Competitors Our main competitor is Miami Ski Nautique. Who sells and service our #1 competitor ski tart. Also we have (b) local rr&-bas ffiw have storage on their facility and sell competitor's lessor quality pontoon boats at lower prices. Cotitor Strategies T'he main competitor is Miami Ski Nautigue, because of their location in Miami and convenience for service for our Miami =ntomers. Otherwise our products and pricing are comparable. S'f'. A�rr�aSt b;�i.s�`1 eke/��nortiiies/i'lr°es iii Strengths We are family owned and operated with both owners working full time to grow the business every day. We are family here at South Florida Marine and treat our employers as such along with our customers. i feel an outward feeling of pride within our company is our # I strangth. #2 Location, we are located along a major Hwy and minutes away from the ocean inlet and a beautiful chain of lakes. We have an 8000 square foot indoor showroom and are located on .75 acres of property for service. #3 Our sons work in the business pmt time during the school bmaks. Our succession plan begins and ends with them. #4 our products are second to none!! We take pride in the quality of Mastercraft and Prernie r Pontoon boats and are passionate about both products including Ilmor Engines and Evinrude outboard engines, T'orgeedo Electric motors and new for 2017 Scabom Boats and Yamaha Motors. Weaknesses We are located in the heart of fishing boats and center consoles. Many of our neighbor boater's main activity is fishing and subs diving. Wo meed help in our marketing to grab the attention of the particular boater who waits to be out on the water with their family to ride, surf and cruise and may not be an avid WatuVwts enthusiast but may become one;! 11. We are hoping to strengthen our relationships with mom of these. boaters by expanding with the Center CDAsole boats. Opportunities Out new main focus is Wakesurfing with our new models anyone who surfs. wants to be out on the water with char family and want a high quality boat and a service tears they can trusts Smfli Florida Marine is the place for them. We need to market to the intercoastal (IWC) and ocean riders and focus on the wakesurfing sport to help build our local customer base. Threats The threat of Price increase each year. Mastercrafi and Premier both increase their prices and with the higher quality need to, to maintain the higher quality product. We are the oldest, most knowledgeable and #1 Mastewraft Servicing dealer in Florida. Our location is great for our county but many customers complain when, they are travelling long distances to get to tis. 0Qu tg„o € Daily Opemtiora South Florida Mastercraft consists of two major divisions. There is a customization/service division and a new and used Boat Sales division. We are open b days a week with early morning hours and on Sunday by appointment. The two divisions arse overseen by the owners but have their own managers. Operational Facilities South Florida Marine has an 8000 square foot indoor, air conditioned showroom and a 3000 square foot garage for customization sitting on a 3/4 acre of property for storage. Staffing South Florida Marine expanded our staff this year. We have two full time sales staff one service manager with one full time techniciam and two part —time technicians. We also hired a full time detailer to keep all our in stock and customer boats well maintained. We have a bookkeeper and accountant off site and one owner is the office manager and the other manages the sales and service staff Suppliers We use an array of local suppliers for all our mise. boat parts, Other than that most of our parts come from the mangy of the boats Masta-craft, Premier, Ilmor Motors, Pleasurmraft and Capital Reaulmments Pljw Cacpad Requirements South Florida Marine is currently working ov a pre -approval from the bank to obtain the funds needed to purchase property that sits adjacent to our current location. We want to expand out current dealership to double its size and be able to hire more employees as well as improve our Saler. Capital repayment Plan Soutar Florida Mefine would make monthly mortgage payments as we do now for the mortgage on our current building. We am cm=tly applying for a SBA loan that only requires 10% down of the purchase price and can be as long as 30 yeam. We have an open line of credit 155,000.00, which we would use for the renovations and cash in the bank for other expenses. Mike and. Jana Wood also owns DZ Woad Properties LLC.,which is the property owner of 725 N. Federal Hwy. INIALAwymn M FB)W.& H104 1Y 0 o &"MVARWJGW=r a aignma PRAWM ir WHIM pm-xa PC-= INIALAwymn M FB)W.& H104 1Y 0 Florida House of Representafives Repmentative Bill Hager f]on= t= 901 Umdo hoed 8eite 12W Boos Refon4F1. SM (MI) April 1, 2016 Mike and Jana Wood South Fkxida Mastercratt 725 Notth Federal Highway Boynton Beech, Fl. 33435 Dldrfct 99 EMS* BUI FLSeelmytbaidsiioute gov Ta�()MF - 400!fameOffioe AslldMM MR f4, l ORM Sheet TRUMMMIMSM Mq717-0l9 Dear?&. and Me. Wood: It is my undcrstsncW& that South Florida Maa=ratt has rmently ewnpleted the highest tier of Marine Industry csa<tificatim It is with a great deal of pleasure that I take this opportunity to 000gratulato both of you on this accompltstm mL Please accept my best wishes fm cmdnud succaaa in future a ukavors. If ever I may be of aaaisuv= to eitb= of you please do not hesitate to owe& me. Slno"Y. Bill Hagar State Representative ►i% %! ��� j �% j �J\ �'++` �'+.\ �. k iii t/ ♦ ti *"\ti�'1\ �f ♦Nj'+��� !)6[t W: / /♦:, ♦ �_ y �� __�� �+� ... +� - �� -. ♦ � �� �.�i �.,;".��� ._��� ti� �+� ;����': int � f.+����--:�1_�_J�4.�-: '!' d y ■ Is. a; ATTACHMENT III 1 Oi�BTOMS March 9, 2017 To whom it may concern, We are writing to you today as a letter of intent to purchase 711 North Federal Highway, Boynton Beach Florida 33435. Currently we are the owner of coastal Customs / International Tackle located at 3455 High Ridge Road Boynton beach, Florida 33426 and run a very successful High end marine fabrication facility. We are interested in the partnership with the Boynton CRA to improve the area, bring visitors and business to the federal Highway / Marina area. This facility will showcase our custom offering of Marine related items and will serve as a destination for many residents and visitors alike. We are offering $365,000 to purchase the land and existing building. This would be an all cash sale. We are respectfully asking the CRA to assist with Grant Money for the landscaping, sprinklers, paint, fencing, and signage. We would like to be operable within 5 months of the date of purchase. Thank You In Advance, Bryan Reimer Coastal Customs 3457 High Ridge Road, Boynton Beach Florida 33436 - Office 561-254-1998 Boynton Beach CRA Proposal — 711 North Federal Highway International Marine Service - Marine Electronics, GPS, Radar, Fishfinders, Autopilots, F... Pagel of 2 HOME ABOUT US LOCATIONS CONTACTUS HELP ACCOUNT CART servicing the marine industry OUESnONS7 beyond what you'd expect 1-561-396-2264 GETGREATTIPSAT OUR SLOG OUR SERVICES SUZUKI PARTS AND ACCESSORIESSUZUKI OUTBOARDS ELECTRONICS MARINE AUDIO SAFETY - EPIRBS ELECTRICAL 9 LIGHTING BOAT OUTFITTING find it fast >)- SEARCH PRODUCTS foADW LIS » Any up-to-date and get promotions» FREE SHIPPING PRICE MATCH REBATES CLOSE OUTS FIND YOUR BRAND I Shop ByBraW v R tli Ii lull, f Best Deals Everyday! VlgTwp w d"011ir 11111 IPOPULAR CATEGORIES l��I11 y�y�p • State -Of -The -Art Equipment Needt: F�#i„ • Over 5000 Squwe Feet •'�:pf, a : OR: 21tE911111111"1 "0411104AUff tvi""IIW$t#Mf u ....rte 71- GAR?%INGPS~76I0XSVI0* FUSION MS-RA70H MUFM/NMEA WET SOUNDS WS -SYN -DX -6 LOWRANR HDS-12 GENS RNSFGHT ACR 2831 GLOBALAX V4 GPS CHARTPLOTTER i SOUNDER 2000 W/BLUETOOTH i FUSION- MARW E AMPLIFIERS USA 931100 K19 TRANSOM EPIRB - CATEGORY 2 W4 M9 PONT, LAWA) HD 9 G2 LINK - 4X5OW SALE PRICE: III"." MOUNT TRANSDUCER AND YOUR PRICE-. 399.95 CHARTS YOUR PRICE.- 299,99 TRANSOM MOUNT 01111111T YOUR PRICE - 2,699.99 4w STRUCTURC1CAN TRANSDUCER ow YOUR PRICE... 2.799.00 dow P suz�rnl ' _W� SIMRAD 145512 [VO2 COMBO FUSION MS-RA70 AM/FM/ WET SOUNDS WS -SYN -DX -2 SUZUKI SUZ-"OCO-00010-MFT STANDARD HORIZON EXPLORER MULTIFUNCTK)N DISPLAY WMAXTOOTH - 4XSOW MARINE AMPLIFIERS C-10 COLOR 114UL7 FUNCTION GKt7ODB GPS MM MOUNT VHF RiSIGHT YOUR PRICE _. 249.99 SALE PRICE: 569.99 DISPLAY - BUCK YOUR PRICE... 2,699.00 dar YOUR PRICE 392,00 YOUR PRICE- 219.99 http://www.intemationalmarineservice.com/ 3/14/2017 L IOZ/bi/£ /uuoa aoIAdasauTlBLu�BiIOTWW;)IU!'A 1AM//:du,4 0 WcIf3: F:- a _.y) rye y 47y9aa tl3W1! 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At this location we are manufacturing EVA Foam for Marine decking, High and Audio and Video for marine Use, Lighting, and other CNC / Lasered products for vessels both commercial and pleasure. Our intent is to partner with the Boynton Beach CRA and play a vital role in the redevelopment of the Federal Highway Corridor. We are residents of the Marina district so we would like to further our involvement and contribute our vision to making it a world-class destination for residents and visitors alike. We consider this a partnership; we would involve the Boynton beach CRA and work side by side in marketing the area. This would include social media, participation in CRA events, festivals, and other activities that the CRA is involved in. We feel this well-rounded approach will make the area and our expansion successful. We feel the CRA has done an amazing job with the marina and this would be an extension of that look and feel. We feel our participation will also enhance the area and will debut to other businesses that are considering locations to make Boynton Beach their home. Our timeline to be fully operational will be 5 months from the dosing on the property. Boynton Beach CRA Proposal — 711 North Federal Highway Cost Breakdown The proposed cost to rehabilitate 711 North Federal Highway is as follows: Total Renovation Cost $350,000 This would include the following: a. Interior remodel — ADA enhancements b. Exterior fagade enhancement (Same look and feel as Marina Store) c. Heavy landscaping d. Sprinkler repair e. Fencing with attractive fence f. Painting of the entire building g. Sealcoat or resurfacing of the parking lot We would be requesting CRA grant assistance and paying all additional costs will be financed privately. 1. Commercial Fagade Improvement Grant - $25,000.00 2. Commercial Rent Reimbursement Program - $10,000.00 3. Commercial Interior Build Out Assistance - $25,000.00 4. Commercial Permit Assistance program — $11,550.00 (2.3 Percent of total project cost.) Total Renovations - $350,000.00 CRA Renovation Grants - $71,550.00 Owner Match - $150,000 Other Funding Requested - $31,950.00 TBD — New Employee Grant if available Boynton Beach CRA Proposal — 711 North Federal Highway Employment Opportunities With the additional location we would need to create approximately 6 new full time positions and 6 part time positions for this facility. We have already begun a nationwide search and have selected a very diverse staff that creates a cohesive and professional working environment. ..... ':EEiiSs7E� ... .Z.. ' is is TM. .M. I Boynton Beach CRA Proposal -- 711 North Federal Highway C] Boynton Beach CRA Proposal - 711 North Federal Highway Advantages Of Coastal Customs 1. Coastal Customs by design has transformed its identity with a Beach / Marine look and feel. This begins with all of our marketing materials and logo. We feel this look and feel with fit very well within the area and provide a synergistic affect for other business to relocate tot his area. 2. We will continue to operate our manufacturing location on High Ridge Road. This location will attract traffic and be designed to enhance foot traffic in the area. 3. Our financial soundness will allow this project to be successful. We will be investing our own capital into his project and will ensure it is successful. 4. We are creating jobs within the City. Our initial hire will be 12 new jobs along the Federal Highway corridor. 5. The look and feel of the facade will be very similar to the Marine ship store Boynton Beach CRA proposal -- 711 North Federal Highway 6. We will be building onto the construction entertainment and picture taking opportunities. This will allow for visitors and residents to share the beauty of Boynton Beach with others via Social media. Boynton Beach CRA Proposal — 711 North Federal Highway 7 We will be displaying at 12 Marine related trade shows per year. We will showcase our involvement with the Boynton Beach CRA at each of these events. ��`jf.•q' "." _C[�-!Caw , s coil 8. While developing this proposal we have had 6 Marine Boat Builders approach us and are willing to conduct business with us as a result of the new products and expansion. Here are a few pictures of our offerings. r FT w Boynton Beach CRA Proposal ` 711 North Federal Highway Boynton Beach CIA Proposal — 711 North Federal Highway 9. We consider this a lasting partnership and not just a development opportunity. We will participate at any and all events that are put on by the CRA such as Pirate Fest, and others. 10. Our operations are extremely clean and professional. We only develop professional marketing materials, trade show displays, and products. This will present a positive image for both our company and the CRA. Boynton Beach CRA Proposal — 711 North Federal Highway 67- Boynton Beach CRA Proposal - 711 North Federal Highway Final Comments: Ir" i Coastal Customs has already secured the workload to support this expansion. In addition we have searched nationwide for quality candidates to properly staff the facility. We have also secured the financing needed to complete this project in a timely fashion. We look forward to working with the CRA to make this project a complete success. We also feel that bringing different businesses to the area will greatly improve the area for others. While expansion is good we feel that a diverse would be better for all involved. in addition we have never applied for any CRA Grant funding. This will allow for marketing the success of the CRA with multiple businesses. Boynton Beach CRA Proposal — 711 North Federal Highway r f.t.El Final Comments: Ir" i Coastal Customs has already secured the workload to support this expansion. In addition we have searched nationwide for quality candidates to properly staff the facility. We have also secured the financing needed to complete this project in a timely fashion. We look forward to working with the CRA to make this project a complete success. We also feel that bringing different businesses to the area will greatly improve the area for others. While expansion is good we feel that a diverse would be better for all involved. in addition we have never applied for any CRA Grant funding. This will allow for marketing the success of the CRA with multiple businesses. Boynton Beach CRA Proposal — 711 North Federal Highway I Boynton Beach CRA Proposal ® 711 North Federal Highway to • i • •way) une Z PATIO Laser U- Z RsittrerJy—+ z,;, � poem Pls0artyL11s 1J ® _ - PARKING (2o Pax) r Z NN EdWOrO rs1—► Previous tracks ./-- LP 30orege Tenln Pf 4ous LP lMM a is Twft d Pm"rty Line r Tffi� ....... PMPosad RWWVM M b 711 N Federd H". NE 6th Avenue i BONK (�AMw4wIDBMCUSWm fs, e„s nam) SrM PLAN tam aunt - ++.,trBCenr PrU✓�!/t:- Morden 2fH7 1012 g. Casv o, TirF re Sto f7ssrsb i N P-C ATTATCHMENT IV Exclusive Right of 18sle l iallrrg Agrvement 1 This Exclusive Right of Salo- l iciing Apmement (`Agreement') Is between 2. 3• _ _ _._ _. _ _. - 1<<ti #ors^r, d. C_%3ix, ioc. — - ----- - —_ ("Broker'). 4 1. Authortiy.to Sall Property: Sailor gives Broker the EXCLUSIVE RIGHT TO SELL the real and personal property s (collectively Troperty') described below, at the price and terms described below, beginning e January 26, 20177 and terminating et 11:59 p.m. on January26, 2018 ("Termination Date'. Upon fuli 7 execution of a contract for sale and purchase of the Property, all rights and obligations; of this Agreement will s automatically extend through the date of the actual dosing of the sales contract Sailer and Broker acknowledge p that this Agreement does not guarantee a sale. This Property will be offered to any person without regard to race, 10 color, religion, sex, handicap, familial status, national origin, or any other factor protected by federal, state, or local 11 law. Sailer certifies and represents that shut is legally entitled to convey the Property and all improvements. 12 2. of Property: 13, (s) ,? � f. ` ae: 711 Nord, Federl i Kiph Bot+nton sr ,h, i I,�rlda 14 16• Leal Description: Per=— and Iain Sub, Lot 19 (Less N 5 ft and east 35 it), Lots 20-22, Inc, 16. Less east 35 ft and south 5 it of Lot 22) ❑ See Attachment.. 17• (b) Peraonai Property, Including rappiiancat: dons noted or known 1e• — ----- — ----- - ---- [I r:.:ttsrhrnent tta (e) ompancy: 20• Property ❑ is ® Is not currently occupied by a tenant. If occupied, the hese term expires 21 3. Price and Temic: The prop" is offered for sale on the following terms or on other terms acceptable to Sailor: 2k. (a) Price: $Q 23* (b) Financing Ter -ms: ® Cash ® Conventional ® VA ❑ FHA ® Other (specify) 24: ❑ Heber Financing: Seller will hold a purchase money mortgage in ttas amount of $ 25a with the following terms: 26, ❑ Assumption of Existing Mor jegc: Buyer may assume existing mortgage for $ plus 27f, an assumption fee of $ The mortgage is for a terra of years beginning in 280 . at an interest rate oU % ❑ faced L1 variable (describe) 29v Lender approval of assumption ❑ Is required ❑is not required Dunknowrn. Notice& to Seiler. (1) You mrLy 30 remain liable for an assumed mortgage for a number of years after the Property Is sold. Check with your 31 lender to determine the extant of your liability. Seller will ensure that all mortgage payments and required a2 escrow deposes are current at the time of dosing and will convey the escrow deposit to the buyer at closing. 33 (2) Extensive regulations affect Bellow financed transactions. It is beyond the scope of a reel estate licensee's 34 authority to determine whether the terms of your bailer financing agreement comply with all applicable laws or 35 whether you must be registered andfor licensed as a loan originator before offering Seller financing. You am 36 advised to consult with a legal or mortgage professional to make this determination. 37- (c) Sellar Expenses: 901or will pay mortgage discount or other dosing costs not to exceed 2% of the 38 purchase price and any other expenses Sallet agrees to pay In connection with a transaction. 39 4. Broker Obligations: Broker agrees to make diligent and continued efforts to sell the Property untf a seles 40 contract Is pending on the Property. 41 6. Multiple Listing Service: Placing the Preop" in a multiple listing service (the `MLS') is beneficial to Seller 42 because the Property will be exposed to a large number of potential buyers. As a MLS participant, Brlokei Is 43 obligated to timely deliver this listing to the MLS. TNs Isting will be promptly published In the WS unless Seller 44 dirwis Broker otherwise in vefting. Seller authorizes Broker to report to the MLS this listing information and prim, 46 terms, and financing Information on any resulting sale for use by authorized Board i Association members and 46 MLS participants and mbscrfbers unless liar directs Broker otherwise in writing. Settler ( ) L-_.. � erLd ®rvas�E 9� t�o��L. L 4� ��li -�iov lodge r vi� o! rr of this pare, va�`r11u Y 6 Page i or 0- EW18tb rav 3ti4 C2014 F ey R a�"JrC ROOF �896?5�4798i5'�3'b 47 Broker Authortiy: Puller authorizes Sroker'to: 48 (a) Advedtl ,e the Prep" as Broker deems advisable Including advertising the Property on the Internet unless k& limited In (6gfeXl) of (6XaXli) below. 50 (Setlkerlr ap,1-out) (Chaek one if applicable) 551, (1) ❑ Dispfsy the Property on the Internet except the street address. K. (11) ❑ Sellar does not authorize Broker to display the Property on the Internet. 53 Stiller understands and acknowledges that If Seller selects option (cc), consumers who search for listings 64 on the Internet will not see Information about the Property In response to their search. 55t ! Inttiats of Seller 53 (6) Place appropriate transaction signs on the Property, Including 'For Safe° signs and "Sold' signs (once Skllar 57 signs a sales contract) and use Seller's name In connection with marketing or advertising the Property. 56 (c) Obtain information relating to the present mortgage(s) on the Property. 5e (d) Provide objective comparative market analysis information to potential buyers. so- (e) (Check If applicable) ❑ Use a lock box system to atxm, and access the Property. A lock box does not 61 ensure the Property's security. Sellar Is advised to secure or remove valuablss. Seller agrees that the lock 62 box is for Salter's benefit and releases Broker, person working through Broker, and Broker's local Reactor 63 Board / Association from all Debility and responsibility in connection with any damage or loss that occurs. 64- El Withhold verbal offers. ® Withhold all offers once Seller accepts a sales contract for the Property. 66 (t) Act as a transaction broker. 60 (g) Virtzral Office Wobsitaa: Some real estat6 brokerages offer reed estate brokerage services online. These 67 websites are referred to as Virtual Office Websites (°VOWS'). An automated estimate of market value or as reviews and comments about a property may be displayed In conjunction with a properly on some VOWS. OR Anyone who registers on a VOW may gain access to such automated valuations or comments and reviews 7o about any property displayed on a VOW. Unless limited below, a VOW may display automated valuations or 71 cornmerrts and reviews about this Property. 720 ❑ Seller doss not authorize an automated estimate of the market value of fie listing (or a hyperlink to such 73 estimate) to be displayed In irnmedk to conjunction with the listing of this Property. 74, 11 Seller does not authorize third parties to write comments or reviews about the listing of the Property (or 75 display a hyperlink to such comments or reviews) In Immediate conjunction with the listing of this Property, 76 7'. Seller ObUgations, In consideration of Braker'e obligations, Seller agrees to: 77 (s) Cooperate with evoker In carrying out the purpose of this Agreement, including referring Irnmc-dlaWy to 78 Braker an inquiries regarding the Property's transfer, whether by purchase or any other means of transfer. 79 (b) Provide Broker with keys to the Property and maks the Property available for Broker to show dLdnp ao reasonable times. 81 (c) Inform Broker before leasing, mortgaging, or otherwise encumbering the Property. 82 (d) Indemnlfy Broker and hold Broker harmless from losses, damages, costs, and expenses of any rehire, 83 Including attorney's fees, and from Ilabrlity to any person, that Broker Incurs because; of (t) Seller's 84 negligence, representations, misrepresentations, actions, or Inactions; (2) the use of a lock box; (3) the e5 eAsfance of undisclosed material fads about the Property; or (4) a court or arbitration decision that a broker se who was not compensated In connection with a transaction Is entitled to compensation from Broker. This 87 clause will survive Brok ar's performance and the hmsfer of ft. as (e) Perform any act reasonably necessary to comply wiltt FlRPTA (Section 1445 of ft Internal Revenue Code). as (}) Make all legally required discimres, including all facts that materially affect the Property's value and are not eQ readily observable or known by the buyer. Seller certifies and represents that Sober knows of no such 61 material fads (local govemment binding code violations, unobservable defecls, etc.) other than the following: 02- 93 Seller will Immediately Inform Braker of any material fads that arise after signing this Agreement k (f) Consult appropriate professionals for related legal, tax, property oondition, environmental, foreign reporting 95 requirements, and other specialized advice. 96 K. (,,)rap,&nsadon- Seller will compensate Broker as specified below, for procuring s buyer who is ready, willing, e7 and able to purchase the Property or any interest In the Property on Om tens of this Agreement or on any other K te=rms acceptable to Seiler. Seller will pay Broker as fonows (plus applicable sales taxi r (a) �% of the total purchase price plus $ OR no 10o later than the date of closing specified In the sales contrail. However, closing Is not a prerequisite for Broker's 101 far being earned. 102- (b) ° (S or %) of the consideration paid for an option, at the time an option is created. If the option is 103 exercised, ScIlar will pay Broker the Paragraph 8(a) fee, lee the amount Brolo r rid under this 104 Rubparegraph. se ur (— - ( " V row 6So1m AmodiiW(_� �� scknwledge rsmipt of a mpy of 01W page, whldh Is Page 2 of 4, SWIM Rev VU WOU Porta ReWbm6 1054 (c) ($ or RSL) of gross lease value as a leasing fee, on the date Seiler enters Into a lesso or 106 agreement to lease, vi hichaver Is earlier. This tee is not due If the Property Is or becomes the subject of a 107 conhad granting an exclusive right to lease the Property. 106 (d) Broker's fee is due in the following circumstances: (1) If any interest in the Property is transferred, whether by 109 sale, lease, exchange, govemmental action, bankruptcy, or any other means of transfer, regardless of whether 110 the buyer Is secured by Seiler, Broker, or any other person. (2) If Seller refuses or fails to sign an offer at the 1i1 price and terms stated to this Agreement, defaults on an executed sales contract, or agrees with a buyer to 112 • cancel an executed sales contract. (3) ff. within 180 days after Termination Date (°Protection Period'), 113 Sailer transfers or contracts to transfer the Property or any interest In the Property to any prospects with whom 114 Sailer, Broker, or any real estate licenses communicated regarding the Property before Termination Data. 116 However, no fee wM be due Broker H the Property is rellsted after Termination Date and sold through another 11e bracer. 11117t (a) Retained Deposita: As consideration for Broker's services, Broker is entitled to receive x°16 of all 118 deposits that Seiler retains as liquidated darnages for a buyer's default in a transaction, not to exceed the 119 Paragraph 8(a) fee. 120 b. Cooperation witty and Compensation to ®thw Brokers: Notice to Seiler: The buyer's broker, even if 121 compensated by Sellar or Broker, may represent the Interests of the buyer. Broker's office policy is to cooperate 122 with ell other brokers except when not in Seller's bast interest and to offer compensation in the amount of 123* ® _*% *% of the purchase price or S to a single agent for the buyer, 19 'A of the 124- purchase price or $ to a transaction broker for the buyer, and p *% of time purchase 125• price or to a broker who has no brokerage relationship with the buyer. 126. ❑ None of the above. (if this is checked, the Property cannot be placed in the MLS.) 127 10. Brokerage Relationship: Broker will act as a transaction broker. Broker wig deal honestly and fairly; will account 128 for all funds; will use Will, care, and diligence In the transaction; will disclose all known facts that materially affect 129 the value of the residential property which orb not reedly observable to the buyer, will present all offers and 13D aounteraftrs in a timely manner unless direcAed otherwise In writing; and will have limited confidentiality with 131 Salter unless waived In writing. 132 11. Conditional Termination: At Sallies request, Broker may agree to conditionally terminate this Agreement. if 133 Broker agrees to conditional termination, Seller must sign a withdrawal agreement reimburse Broker for all direct 134 • expenses Incurred in marketing the Property. and pay a cancellation fee of $11)0 plus 135 applicable sales tax. Broker may void the conditional termtrhation, and Seller wiff pay the fee stated in Paragraph 13s S(a) leas the cancellation fee ff Seller transfers or contracts to transfer the Property or any Interest In the Property 137 during the time period from the date of conditional termination to Termination Date and Protection Period, ff 138 appgcable. 130 12. Dispute Resolution: This Agreement will be constnM under Florida law. Ail controversies, claims, and other 140 matters in question between the parties arising out of or relating to this Agreement or the breach thereof will be 141 settled by first attempting mediation under the rules of the American Medladon Association or other mediator 142 agreed upon by the parties. if litigation arises out of this Agreement, the provoking party will be entitled to recover 143 reasonable attorney's fess and costs, unless the parties agree #wd disputes will be settled by arblbvftn as follows: 144• Arbitratfon: By initialing In the space provided, Satter (i} (_�, Sales Associate (_--J, and Broker L___,_) 145 agree that disputes not resorted by madatlon will be settled by neutral binding arbitration in the county in which 148 the Property is looted In accordance with the rules of the American Arbitration Association or other arbitrator 147 agreed upon by the parties. Each party to any arbitration (or litigation to enforce the arbitration provision of this 148 Agreement or an arbitration award) wfil pay its own fees, costs, and expenses, including aBorney's fees, and will 149 equally split the arbitrator's fees and administratrte tees of arbitration. 150 13. Mls©sltansous: This Agreernen Is binding on Seller's and Broker's heirs, personal representatives, 151 administrators, successors, and assigns. Broker may assign this Agreement to another listing office. Timis 152 Agreement Is the entire agreement between Sellar and Broker. No prior or present agreements or representations 153 will be binding on Sailer or Broker unless Inciuded to this Agreement. Electronic signatures are acceptable and 154 will be binding. Signatures. Mole, and modifications communicated by faesimlle will be considered as originals. 165 The term "buyer" as used In this Agreement Includes buyers, tenants, exchangors, optionees, and other cotagodus 15e of pollentlal or actual transferees. Seller ( l _ d=%,- � a mceip4 of a copy or thle p2pe, wtJCh � Page 3 of 4. ERS -18® Rbv YU M14 Fronde Rsaltas° !>�k °rate°�waf'r�spe w► 44. Additional 1'atvrte: 'Commission as ra�r'esrnc�nt with the Bot+rdo. Beach CRA, 6J ed November 2016_ 158 i5B 160 181 03 98� 1t$5 16� 167 166 leg 170► Seller`er Slpnatum: 171• 1-lomb Telephone: 581.801)49091 Work Telephone: 172• A:dr` ups: _ _---...._.._ _. _ .. ?10 North Fe,kwsl High my, feynton F'o&di, FwW6 173• 174• ;.Pltb_`i :rigrdW' 175* Home Telophone:.—,_--_ Work Telephone: _ _ Facsimile: 178* `- 177► Email AddrEc 178* AW wrlsed Sales ArEoelete or Broker: Gate: 17g• Dretwege Fina Warne: � Anderson & Geer, Inc. . 1'elephone: � 531-833 1681 180• Andrew: 421 South Olive Avenue, West Psku Beach. Floride 161 • Copy returned to Sailer on 4 _ by ❑ email ❑facsimile l7mall ❑personal dellvery. Fbrid¢ basher males no reprawitiO n as to fie rrg-al agdlty cr edeauaoy of any p vAsIon o1 eraa loon to aryr opadb tmassaftm This alardNOW tbmn shoo not be Wad In wmpiaa ftneaatlons or Wfh wftndea ddtna oradlUtsrts, Thta tam► b arrallsbla for use by ft w0ra real *Adis tn* aby and b not NwWW b Ww y the user as FM4LTOR'. PEALTOW b a to fMnad as bwn ba _ nrsnrbsrahlp stark whlaFr mey uasd bm owty ff the Unlled Slates (17 UA Code Va a dwfted atlNotswes who am of go NATONAL on of this term ION OF �maana nek �facslm� l omr praarbod Selier () {) end Brvkerl,:�View ASSOdEtz (^ _:. J C—_- acknO%AOdge MOW 019 Copy Of this page, WhIch is PW 4 of 4. ERS-Ift Rear 3114 4014 FkAft Ruftw e acil& 096111104onas.7rrrsro ATTACHMENT II i A 1 41 =AM 03/30/2017 725 N Federal Hwy. Boynton Beach FI. 33435 561-737-9423 Fax: 561-737-1510 www.southfloridamarine.com To whom it may concern, We (Mike and Jana Wood) are writing to you today as a 2nd letter of intent (sealed Bid) for the purchase of 711 N. Federal Hwy. Boynton Beach FI. 33435. Currently we are the owners and business operators of 725 N. Federal Hwy. We are interested in purchasing this property adjacent to our current location to expand our business with a New Center Console Fishing Boat Line and Ship to Shore Store. We would like to offer $365,000.00 to purchase the land and existing building. We are planning on putting down 20% and obtain a SBA Business Loan for the remainder. Cost Breakdown included. We would like to be operable in six months from the time of purchase with the renovations complete within one year. With our expansion we are foreseeing job opportunities to be available for up to 12 persons. Our plan is to partner with the local schools to seek graduates for employment in our business. South Florida Marine has been awarded the Top 100 Boat Dealership in the USA for five years straight and have obtained the 5 Star Marine Dealership Certification. We attend all the local events and are part of all the City of Boynton Beach downtown celebrations! We have been a vendor for the Pirate Fests and Holiday Parades! Our Cost Improvement breakdown will help further explain our vision for the "Amerigas property" and are looking forward to continue to improve downtown Boynton Beach where we work, live and play! Cost improvement Breakdown The cost to renovate 711 N. Federal Hwy. to operating capacity will take approximately 290.000.00. We are looking to seek all four CRA Grant Programs. 1. Commercial Facade Improvement Grant –25,000.00 2. Commercial Rent Reimbursement program- 10,800.00 3. Commercial Interior Build -Out Assistance –25,000.00 4. Commercial Construction Permit Incentive Program -6,670.00 2.3 % of total project 5. Total Grants 67,470.00 Total Renovations -290,000.00 CRA Grants -(67,470.00) Owner Match including added investment (126,530.00). These funds would be self funded by Mike and Jana Wood. We are requesting an additional 96,000.00 in grant monies from the CRA for assistance in hiring local employees (i.e. South Tech graduates) and using local businesses for the renovations if available. Our price went up with the renovations according to our new site plans we have submitted with the breakdown. Money will be used for: 1. Repair and replace parking lot asphalt. 2. Repaint existing building to match our current building at 725 N. Federal hwy. 3. Install New Lighting from FPL 4. Renovating bathroom to handicap standards. S. Redo walls and electric to code. 6. Redo the front to make appear more nautical for our NEW Ship to Shore store. We are proposing a "Nautical painting on the outside with Nautical themed decorations (i.e. poles and ropes. ) MARINE 7. Install monument sign with our logo. (shown above) 8. Included are pictures of our current facility Vow", W- Vol - k� t L .. s 4,�x f y,Wr a �~ y e s�,�p ! � � �.. Sf. T YS 4' t t1�A '�rpy Y :.. ij{�. R? __ �� � W ..o$eti..s..w. 4r 4 "— RAIL ROAD f- X .........,..._......X. G k CHAIN LuNK FENCE Y F z F w z zqq � X o x - 6' HIGH WHITE PRIVACY FENCE x + x W x z w W z W Q H kDLu Z X 6' HIGH WHITE PRIVACY FENCE :.a CUSTOMER PARKING 0 in N \CUSTOMER PARKING 0 6' WHITE PICKET FENCE PALM TREES AT 30' O.C. iv G�`c�fc9 I SfC � 2 25'-0.. TIERED LANDSCAPING 1.5 TALL AND T TALL N. FEDERAL HIGHWAY CUSTOM SHOP 1470SF+ SHIP STORE 16SDSF+ EXISTING SIDEWALK EXISTING SOUTH FLORIDA MASTERCRAFT ATTACHMENT II (04/11/17) 03/30/2017 725 N Federal Hwy. Boynton Beach Fl. 3343S s61-731-9423 Fax: 561-737-1510 rww.suutisflorfdarr�arine.cmr<< To whom it may concern, We (Mike and Jana Wood) are writing to you today as a 2"d letter of intent (sealed Bid) for the purchase of 711 N. Federal Hwy. Boynton Beach FI. 33435. Currently we are the owners and business operators of 725 N. Federal Hwy. We are Interested in purchasing this property adjacent to our current location to expand our business with a New Center Console Fishing Boat Line and Ship to Shore Store. We would like to offer $365,000.00 to purchase the land and existing building. We are planning on putting down 20% and obtain a SBA Business Loan for the remainder. Cost Breakdown Included. We would like to be operable in six months from the time of purchase with the renovations complete within one year. With our expansion we are foreseeing job opportunities to be available for up to 12 persons. Our plan is to partner with the local schools to seek graduates for employment in our business. South Florida Marine has been awarded the Top 100 Boat Dealership in the USA for five years straight and have obtained the 5 Star Marine Dealership Certification. We attend all the local events and are part of all the City of Boynton Beach downtown celebrationsl We have been a vendor for the Pirate Fests and Holiday Parades] Our Cost Improvement breakdown will help further explain our vision for the "Amerigas property" and are looking forward to continue to improve downtown Boynton Beach where we work, live and playl Cost Improvement Breakdown The cost to renovate 711 N. Federal Hwy. to operating capacity will take approximately 290.000.00. We are looking to seek all four CRA Grant Programs. 1. Commercial Fa;ade Improvement Grant —25,000.00 2. Commercial Rent Reimbursement program -10,800.00 3. Commercial Interior Build -Out Asslstance —25,000.00 4. Commercial Construction Permit Incentive Program -6,670.00 2.3 % of total project S. Total Grants 67470.00. Total Renovations -290,000.00 CRA Grants -(67,470.00) Owner Match Including added Investment (126,530.00). These funds would be self funded by Mike and Jana Wood. We are requesting an additional 96,000.00 in grant monies from the CRA for assistance in hiring local employees (i.e. South Tech graduates) and using local businesses for the renovations if available. Our price went up with the renovations according to our new site plans we have submitted with the breakdown. Money will be used for. 1. Repair and replace parking lot asphalt. 2. Repaint existing building to match our current building at 725 N. Federal hwy. 3. Install New Lighting from FPL 4. Renovating bathroom to handicap standards. S. Redo walls and electric to code. 6. Redo the front to make appear more nautical for our NEW Ship to Shore store. We are proposing a "Nautical painting on the outside with Nautical themed decorations (i.e. poles and ropes. ) IfgRMEI-m- -_�, 7. Install monument sign with our logo. (shown above) g. Included are pictures of our current facility s m amumomb., J hilf,mr6o" wr .� _. .. .i .�. ice.► M 'M � �... I i G VAL ., r.k t... 6 WHITE PRXEr FENCE 9 P" WM ATM Orl 'n LANOSt4VM 2S TALL AM Y TAU N. FEDERAL HIGHWAY oigrom MOP i 1470SF+ SHP STORE 165MiF+ M.7 � � J1 ! 41' � 2 1 ou`aTo�s March 31, 2017 To whom it may concern, We are writing to you today as a letter of intent to purchase 711 North Federal Highway, Boynton Beach Florida 33435. Currently we are the owner of coastal Customs located at 3455 High Ridge Road Boynton Beach, Florida 33426 and run a very successful High end marine fabrication facility. We are interested in the partnership with the Boynton CRA to improve the area, bring visitors and business to the federal Highway / Marina area. This facility will showcase our custom offering of Marine related items and will serve as a destination for many residents and visitors alike We are offering $379,000 to purchase the land and existing building. This would be an all cash sale. We are respectfully asking the CRA to assist with Grant Money for the landscaping, sprinklers, paint, fencing, and signage. We would like to be operable within 6 months of the date of purchase. Thank You In Advance, Bryan Reimer Coastal Customs 3455 High Ridge Road, Boynton Beach Florida 33436 - Office 561-254-1996 Boynton Beach CRA Proposal — 711 North Federal Highway Cost Breakdown The proposed cost to rehabilitate 711 North Federal Highway is as follows: Total Renovation Cost: $250,000 This would include the following: a. Interior remodel — ADA enhancements b. Complete Exterior facade replacement (Same look and feel as Marina Store) c. Heavy landscaping d. Sprinkler repair e. Fencing with attractive fence f. Painting of the entire building g. Sealcoat or resurfacing of the parking lot h. Green space to enhance the entire area Note: There will be no Boat Storage as we are looking to keep a clean look and feel. We would be requesting CRA grant assistance and paying all additional costs will be financed privately. Grant Funding Requests: 1. Commercial Facade Improvement Grant - $25,000.00 2. Commercial Rent Reimbursement Program - $10,000.00 3. Commercial Interior Build Out Assistance - $25,000.00 4. Commercial Permit Assistance program — $11,550.00 Total Renovation Cost - $250,000.00 Property Cost: $379,000 CRA Total Funds Requested - $71,550.00 Coastal Customs Match: A. Property Cost $379,000.00 B. Renovation Cost Paid By Coastal Customs $178,450.00 Owner Total Funding: $557,450 — no loan required all funds are personally funded. Other Funding Requested - $0 Boynton Beach CRA Proposal — 711 North Federal Highway Employment Opportunities With the additional location we would need to create 10 full time positions and 6 part time positions for this facility. We have already begun a nationwide search and have selected a very diverse staff that creates a cohesive and professional working environment. Staff Breakdown: Full Time: Bryan Reimer — Chief Executive Office Victor Vazquez — Director of Sales Cody Weber — Director of Manufacturing Acheim Moncrieff - Director of Production Ryan Casey — CAD Designer OPEN — Templater OPEN — Inside Sales OPEN — Inside Sales OPEN — Installer Part Time (will Be Full Time October 2018 based on current accounts) OPEN — Templater OPEN — Installer OPEN — Counter Sales OPEN — Counter Sales OPEN — Counter Sales OPEN — Counter Sales Boynton Beach CRA Proposal — 711 North Federal Highway .......... Boynton Beach CRA Proposal - 711 North Federal Highway Boynton Beach CRA Proposal - 711 North Federal Highway Advantages Of Coastal Customs 1. Coastal Customs by design has transformed its identity with a Beach / Marine look and feel. This begins with all of our marketing materials and logo. We feel this look and feel with fit very well within the area and provide a synergistic affect for other business to relocate tot his area. 2. We will continue to operate our manufacturing location on High Ridge Road. This location will attract traffic and be designed to enhance foot traffic in the area. This is the main reason for the expanded green space. 3. Our financial soundness will allow this project to be successful. We will be investing our own capital into his project and will ensure it is successful. 4. We are creating jobs within the City. Our initial hire will be 16 new jobs along the Federal Highway corridor. All part time positions will be full time in October 2018. This is a projection based on current growth. 5. The look and feel of the facade will be very similar to the Marine ship store located at marina village. Boynton Beach CRA Proposal — 711 North Federal Highway 6. We will be building onto the construction entertainment and picture taking opportunities. This will allow for visitors and residents to share the beauty of Boynton Beach with others via Social media. Boynton Beach CRA Proposal — 711 North Federal Highway 7. We will be displaying at 12 Marine related trade shows per year. We will showcase our involvement with the Boynton Beach CRA at each of these events. 8. While developing this proposal we have had 6 Marine Boat Builders approach us and are willing to conduct business with us as a result of the new products and expansion. Here are a few pictures of our offerings. � 6 � AL Boynton Beach CRA Proposal - 711 North Federal Highway GAG yv- Boynton Beach CRA Proposal — 711 North Federal Highway 9. We consider this a lasting partnership and not just a development opportunity. We will participate at any and all events that are put on by the CRA such as Pirate Fest, and others. 10. Our operations are extremely clean and professional. We only develop professional marketing materials, trade show displays, and products. This will present a positive image for both our company and the CRA. Boynton Beach CRA Proposal — 711 North Federal Highway Boynton Beach CRA Proposal — 711 North Federal Highway Final Comments: Coastal Customs has already secured the workload to support this expansion. In addition we have searched nationwide for quality candidates to properly staff the facility. We have also secured the financing needed to complete this project in a timely fashion. We look forward to working with the CRA to make this project a complete success. We also feel that bringing different businesses to the area will greatly improve the area for others. While expansion is good we feel that a diverse would be better for all involved. In addition we have never applied for any CRA Grant funding. This will allow for marketing the success of the CRA with multiple businesses. Boynton Beach CRA Proposal — 711 North Federal Highway Updated Since First Proposal Submission - 1. Purchase price has been increased due to comps in the area. And work that was completed to parking lot by CRA. 2. Renovation costs were lowered due to Coastal Customs being able to secure bids. In addition the demo of the current parking lot by the CRA was an unforeseen benefit. 3. Number of Jobs was increased based on current growth and demand for product. 4. We have now partnered with Great Learning Works to train local high school graduates the opportunity to learn a trade in CAD Design. Coastal Customs will absorb all costs of education. 5. We have partnered with McFatter Marine Vocational School (Joel Santiago, Marine Director) for job placement. Many of these students are residents of Boynton Beach and we will place them in a position that is within a few miles of their home. 6. Great Leaning Works has agreed to assist in the development of a free online Boating Safety Course that will be accessible to all residents and visitors of Boynton Beach at no cost. This can be co branded with the City of Boynton, Boynton Beach CRA, and Coastal Customs. 7. Coastal Customs will commit to a presence at all CRA functions and events. 8. Coastal Customs will not store boats on the premises. We want to maintain a clean look and feel. We feel this will enhance the area and make it more attractive to other businesses. Boynton Beach CRA Proposal — 711 North Federal Highway ,it Ultimate . Pow For A Select Few BEST BOOTH DISPLAY - PIT suzux1 BEST U& LK tAY Wn 4 11 110 '� March 31, 2017 To whom it may concern, This letter is to serve as confirmation to the financial obligations as outlined in the proposal that was submitted to the Boynton Beach CRA as related to the property located on 711 North Federal Highway. Coastal Customs / Bryan Reimer will be funding the project in full with the exception of the grant monies that were approved for. This project will not be financed and will be a cash deal. If you have any questions please feel free to reach out to me anytime. Thank You In Advance, Bryan Reimer Coastal Customs 3457 High Ridge Road, Boynton Beach Florida 33436 - Office 561-254-1998 Boynton Beach CRA Proposal — 711 North Federal Highway N Railtracks Property Lir Exisitng rail tracks Adjacent Property (South Florida Marine) Property Line RENOVATED BUILDING PATIO - Lawn e 12 11 10 9 8 7 6 5 13 14 PARKING (20 pax) 15 16 4 3 2 1 17 18 Previous LP Storage Tanks 19 20 Lawn Previous LP t Storage Tanks Property Line NE 6th Avenue Adjacent Property (Easy Pay Tire Store) 1 2 Existing 3 parallel street parking 4 2 L N N LL Z 5 6 LG Auto ca 16- Sales N .o N LL Boyton Beach Community N Client: Prolect Title. Proposed Renovations to 711 N Federal Hwy, Boynton Beach, FL 33435 (from Amerigas to Boat Customization Business) Drawing Title: SITE PLAN Date: Sheet: March, 2017 1 of 2 Paper Size: Scale: A3 1:300 (1"=25'-0") Designed By: Drawn By: R.0 J.M ATTACHMENT III (04/11/17) Exclusive Right of Sale Listing Agreement 1 This Exclusive Right of Sale Listing Agreement ("Agreement") is between and Beach CRA Anderson & Carr, Inc. ,"Aealtors� _ ("Seller") ("Broker"). 4 1. Authority to Sell Property: Seller gives Broker the EXCLUSIVE RIGHT TO SELL the real and personal property 5 (collectively "Property") described below, at the price and terms described below, beginning 6. January 26, 2017 and terminating at 11:59 p.m. on January 26, 2018 ("Termination Date"). Upon full 7 execution of a contract for sale and purchase of the Property, all rights and obligations of this Agreement will 8 automatically extend through the date of the actual closing of the sales contract. Seller and Broker acknowledge 9 that this Agreement does not guarantee a sale. This Property will be offered to any person without regard to race, 10 color, religion, sex, handicap, familial status, national origin, or any other factor protected by federal, state, or local 11 law. Seller certifies and represents that she/he/it is legally entitled to convey the Property and all improvements. 12 2. Description of Property: 13- (a) Street Address: 711 North Federal Highway, Boynton Beach, Florida 14 15• Legal Description: Pence and Kin Sub, Lot 19 (Less N 5 ft and east 35 ft), Lots 20-22, Inc, 16, (Less east 35 ft and south 5 ft of Lot 22) ❑ See Attachment 17• (b) Personal Property, including appliances: None noted or known 18. ❑ See Attachment 19 (c) Occupancy: 20. Property ❑ is N is not currently occupied by a tenant. If occupied, the lease term expires 21 3. Price and Terms: The property is offered for sale on the following terms or on other terms acceptable to Seller: (a) Price: $ (b) Financing Terms: 9 Cash N Conventional ❑ VA O FHA ❑ Other (specify) ❑ Seller Financing: Seller will hold a purchase money mortgage in the amount of $ 25• with the following terms: 26= ❑ Assumption of Existing Mortgage: Buyer may assume existing mortgage for $ plus 27• an assumption fee of $ . The mortgage is for a term of years beginning in 28* , at an interest rate of % ❑ fixed ❑ variable (describe) 29* Lender approval of assumption ❑ is required ❑ is not required ❑ unknown. Notices to Seller: (1) You may 30 remain liable for an assumed mortgage for a number of years after the Property is sold. Check with your 31 lender to determine the extent of your liability. Seller will ensure that all mortgage payments and required 32 escrow deposits are current at the time of closing and will convey the escrow deposit to the buyer at closing. 33 (2) Extensive regulations affect Seller financed transactions. It is beyond the scope of a real estate licensee's 34 authority to determine whether the terms of your Seller financing agreement comply with all applicable laws or 35 whether you must be registered and/or licensed as a loan originator before offering Seller financing. You are 36 advised to consult with a legal or mortgage professional to make this determination. 37• (c) Seller Expenses: Seller will pay mortgage discount or other closing costs not to exceed 2% of the 38 purchase price and any other expenses Seller agrees to pay in connection with a transaction. 39 4. Broker Obligations: Broker agrees to make diligent and continued efforts to sell the Property until a sales 40 contract is pending on the Property. 41 5. Multiple Listing Service: Placing the Property in a multiple listing service (the "MLS") is beneficial to Seller 42 because the Property will be exposed to a large number of potential buyers. As a MLS participant, Broker is 43 obligated to timely deliver this listing to the MLS. This listing will be promptly published in the MLS unless Seller 44 directs Broker otherwise in writing. Seller authorizes Broker to report to the MLS this listing information and price, 45 terms, and financing information on any resulting sale for use by authorized Board / Association members and 46 MLS participants and subscribers unless Seller directs Broker otherwise in writing. Seller (_) ( ) and Broker/Sales Associate ( ) ( ) acknowledge receipt of a copy of this page, which is Page 1 of 4. ERS-16tb Rev 3/14 ©2014 Florida Realtors® Serialt 095180-200148-7277576 47 6. Broker Authority: Seller authorizes Broker to: 48 (a) Advertise the Property as Broker deems advisable including advertising the Property on the Internet unless 49 limited in (6)(a)(i) or (6)(a)(ii) below. 50 (Seller opt -out) (Check one if applicable) 51 • (i) ❑ Display the Property on the Internet except the street address. 52- (ii) ❑ Seller does not authorize Broker to display the Property on the Internet. 53 Seller understands and acknowledges that if Seller selects option (ii), consumers who search for listings 54 on the Internet will not see information about the Property in response to their search. 55• / Initials of Seller 56 (b) Place appropriate transaction signs on the Property, including "For Sale" signs and "Sold" signs (once Seller 57 signs a sales contract) and use Seller's name in connection with marketing or advertising the Property. 58 (c) Obtain information relating to the present mortgage(s) on the Property. 59 (d) Provide objective comparative market analysis information to potential buyers. 60• (e) (Check if applicable) ❑ Use a lock box system to show and access the Property. A lock box does not 61 ensure the Property's security. Seller is advised to secure or remove valuables. Seller agrees that the lock 62 box is for Seller's benefit and releases Broker, persons working through Broker, and Broker's local Realtor 63 Board / Association from all liability and responsibility in connection with any damage or loss that occurs. 641 ❑ Withhold verbal offers. ❑ Withhold all offers once Seller accepts a sales contract for the Property. 65 (f) Act as a transaction broker. 66 (g) Virtual Office Websites: Some real estate brokerages offer real estate brokerage services online. These 67 websites are referred to as Virtual Office Websites ("VOWs"). An automated estimate of market value or 68 reviews and comments about a property may be displayed in conjunction with a property on some VOWs. 69 Anyone who registers on a VOW may gain access to such automated valuations or comments and reviews 70 about any property displayed on a VOW. Unless limited below, a VOW may display automated valuations or 71 comments and reviews about this Property. 72• ❑ Seller does not authorize an automated estimate of the market value of the listing (or a hyperlink to such 73 estimate) to be displayed in immediate conjunction with the listing of this Property. 74• ❑ Seller does not authorize third parties to write comments or reviews about the listing of the Property (or 75 display a hyperlink to such comments or reviews) in immediate conjunction with the listing of this Property. 76 7. Seller Obligations: In consideration of Broker's obligations, Seller agrees to: 77 (a) Cooperate with Broker in carrying out the purpose of this Agreement, including referring immediately to 78 Broker all inquiries regarding the Property's transfer, whether by purchase or any other means of transfer. 79 (b) Provide Broker with keys to the Property and make the Property available for Broker to show during 80 reasonable times. 81 (c) Inform Broker before leasing, mortgaging, or otherwise encumbering the Property. 82 (d) Indemnify Broker and hold Broker harmless from losses, damages, costs, and expenses of any nature, 83 including attorney's fees, and from liability to any person, that Broker incurs because of (1) Seller's 84 negligence, representations, misrepresentations, actions, or inactions; (2) the use of a lock box; (3) the 85 existence of undisclosed material facts about the Property; or (4) a court or arbitration decision that a broker 86 who was not compensated in connection with a transaction is entitled to compensation from Broker. This 87 clause will survive Broker's performance and the transfer of title. 88 (e) Perform any act reasonably necessary to comply with FIRPTA (Section 1445 of the Internal Revenue Code). 89 (f) Make all legally required disclosures, including all facts that materially affect the Property's value and are not 90 readily observable or known by the buyer. Seller certifies and represents that Seller knows of no such 91 material facts (local government building code violations, unobservable defects, etc.) other than the following: 92- 93 Seller will immediately inform Broker of any material facts that arise after signing this Agreement. 94 (g) Consult appropriate professionals for related legal, tax, property condition, environmental, foreign reporting 95 requirements, and other specialized advice. 96 8. Compensation: Seller will compensate Broker as specified below for procuring a buyer who is ready, willing, 97 and able to purchase the Property or any interest in the Property on the terms of this Agreement or on any other 98 terms acceptable to Seller. Seller will pay Broker as follows (plus applicable sales tax): 99• (a) *% of the total purchase price plus $ OR $ no 100 later than the date of closing specified in the sales contract. However, closing is not a prerequisite for Broker's 101 fee being earned. 102• (b) * ($ or %) of the consideration paid for an option, at the time an option is created. If the option is 103 exercised, Seller will pay Broker the Paragraph 8(a) fee, less the amount Broker received under this 104 subparagraph. Seller ( ) ( ) and Broker/Sales Associate ( ) ( ) acknowledge receipt of a copy of this page, which is Page 2 of 4. ERS-16tb Rev 3/14 02014 Florida Realtors° Seria I#: 095180-200148.7277576 105• (c) _ ($ or %) of gross lease value as a leasing fee, on the date Seller enters into a lease or 106 agreement to lease, whichever is earlier. This fee is not due if the Property is or becomes the subject of a 107 contract granting an exclusive right to lease the Property. 108 (d) Broker's fee is due in the following circumstances: (1) If any interest in the Property is transferred, whether by 11 sale, lease, exchange, governmental action, bankruptcy, or any other means of transfer, regardless of whether 11 the buyer is secured by Seller, Broker, or any other person. (2) If Seller refuses or fails to sign an offer at the 111 price and terms stated in this Agreement, defaults on an executed sales contract, or agrees with a buyer to 112• cancel an executed sales contract. (3) If, within 180 days after Termination Date ("Protection Period"), 113 Seller transfers or contracts to transfer the Property or any interest in the Property to any prospects with whom 114 Seller, Broker, or any real estate licensee communicated regarding the Property before Termination Date. 115 However, no fee will be due Broker if the Property is relisted after Termination Date and sold through another 116 broker. 117• (e) Retained Deposits: As consideration for Broker's services, Broker is entitled to receive 50% of all 118 deposits that Seller retains as liquidated damages for a buyer's default in a transaction, not to exceed the 119 Paragraph 8(a) fee. 120 9. Cooperation with and Compensation to Other Brokers: Notice to Seller: The buyer's broker, even if 121 compensated by Seller or Broker, may represent the interests of the buyer. Broker's office policy is to cooperate 122 with all other brokers except when not in Seller's best interest and to offer compensation in the amount of 123• N *% of the purchase price or $ to a single agent for the buyer; N *% of the 124. purchase price or $ to a transaction broker for the buyer; and N *% of the purchase 125. price or $ to a broker who has no brokerage relationship with the buyer. 126= ❑ None of the above. (If this is checked, the Property cannot be placed in the MLS.) 127 10. Brokerage Relationship: Broker will act as a transaction broker. Broker will deal honestly and fairly; will account 128 for all funds; will use skill, care, and diligence in the transaction; will disclose all known facts that materially affect 129 the value of the residential property which are not readily observable to the buyer; will present all offers and 130 counteroffers in a timely manner unless directed otherwise in writing; and will have limited confidentiality with 131 Seller unless waived in writing. 132 11. Conditional Termination: At Seller's request, Broker may agree to conditionally terminate this Agreement. If 133 Broker agrees to conditional termination, Seller must sign a withdrawal agreement, reimburse Broker for all direct 134• expenses incurred in marketing the Property, and pay a cancellation fee of $0.00 plus 1< applicable sales tax. Broker may void the conditional termination, and Seller will pay the fee stated in Paragraph 1: 8(a) less the cancellation fee if Seller transfers or contracts to transfer the Property or any interest in the Property 137 during the time period from the date of conditional termination to Termination Date and Protection Period, if 138 applicable. 139 12. Dispute Resolution: This Agreement will be construed under Florida law. All controversies, claims, and other 140 matters in question between the parties arising out of or relating to this Agreement or the breach thereof will be 141 settled by first attempting mediation under the rules of the American Mediation Association or other mediator 142 agreed upon by the parties. If litigation arises out of this Agreement, the prevailing party will be entitled to recover 143 reasonable attorney's fees and costs, unless the parties agree that disputes will be settled by arbitration as follows: 144• Arbitration: By initialing in the space provided, Seller ( ) ( ), Sales Associate ( ), and Broker ( ) 145 agree that disputes not resolved by mediation will be settled by neutral binding arbitration in the county in which 146 the Property is located in accordance with the rules of the American Arbitration Association or other arbitrator 147 agreed upon by the parties. Each party to any arbitration (or litigation to enforce the arbitration provision of this 148 Agreement or an arbitration award) will pay its own fees, costs, and expenses, including attorney's fees, and will 149 equally split the arbitrator's fees and administrative fees of arbitration. 150 13. Miscellaneous: This Agreement is binding on Seller's and Broker's heirs, personal representatives, 151 administrators, successors, and assigns. Broker may assign this Agreement to another listing office. This 152 Agreement is the entire agreement between Seller and Broker. No prior or present agreements or representations 153 will be binding on Seller or Broker unless included in this Agreement. Electronic signatures are acceptable and 154 will be binding. Signatures, initials, and modifications communicated by facsimile will be considered as originals. 155 The term "buyer" as used in this Agreement includes buyers, tenants, exchangors, optionees, and other categories 156 of potential or actual transferees. Seller ( ) ( ) and Broker/Sales Associate ( ) ( ) acknowledge receipt of a copy of this page, which is Page 3 of 4. ERS-16tb Rev 3/14 02014 Florida RealtorsO Seria I#: 095180-200148-7277576 157• 14. Additional Terms: * Commission as per agreement with the Boynton Beach CRA, signed November 2016 158 159 160 161 162 163 164 165 166 167 168 169 170; Seller's Signature: Date: 171 • Home Telephone: 561-600-9091 Work Telephone: Facsimile: 172• Address: 710 North Federal Highway, Boynton Beach, Florida 173• Email Address: simonm@bbfl.us 174• Seller's Signature: 175• Home Telephone: Work Telephone: 176• Address: 177• Email Address: Date: Facsimile: 178* Authorized Sales Associate or Broker: Date: 179= Brokerage Firm Name: Anderson & Carr, Inc. Telephone: 18o- Address: 521 South Olive Avenue, West Palm Beach, Florida 181• 561-833-1661 Copy returned to Seller on by ❑ email ❑facsimile ❑ mail El personal delivery. Florida RealtorsO makes no representation as to the legal validity or adequacy of any provision of this form in any specific transaction. This standardized form should not be used in complex transactions or with extensive riders or additions. This form is available for use by the entire real estate industry and is not intended to identify the user as REALTOR®. REALTOR" is a registered collective membership mark which may be used only by real estate licensees who are members of the NATIONAL ASSOCIATION OF REALTORS' and who subscribe to its Code of Ethics. The copyright laws of the United States (17 U.S. Code) forbid the unauthorized reproduction of this form by any means including facsimile or computerized forms. Seller () ( ) and Broker/Sales Associate ( ) ( ) acknowledge receipt of a copy of this page, which is Page 4 of 4. ERS-16tb Rev 3/14 ©2014 Florida Realtors6 Serial#: 095180-200148-7277576 i 711 North Federal Highway- Sales Comparisons SF Price/SF Address I Sale Date Zoning Acres Sale Price No. Building Building 1 2201 S. Federal Hwy, 3/18/2015 C3- Community 0.93 4,550 $666,474 $146.48 Boynton Beach Commercial (Boynton) 2 1315 N. Federal Hwy, 7/29/2015 C4- General Commercial 0.3347 4,228 $1,634,862 $386.68 Boynton Beach (Boynton) 3 2201 S. Federal Hwy, 8/27/2015 C3- Community 0.93 4,550 $850,000 $186.81 Boynton Beach Commercial (Boynton) 4 3029 N. Federal Hwy, 12/4/2015 CG- General Commercial 0.8261 2,908 $637,500 $219.22 Boynton Beach (Unincorporated) 5 3101 N. Federal Hwy, 1/7/2016 C3- Community 1.9907 103,392 $17,900,000 $173.13 Boynton Beach Commercial (Boynton) 6 1315 N. Federal Hwy, 2/22/2016 C4- General Commercial 0.3347 4,228 $550,000 $130.09 Boynton Beach (Boynton) 100 S. Federal Hwy, 4/1/2016 CBD- Central Business 0.043 1,312 $350,000 $266.77 Boynton Beach District (Boynton) 8 2617 S. Federal Hwy, 7/1/2016 C3- Community 0.34 2,094 $599,000 $286.06 Boynton Beach Commercial (Boynton) 9 2703 S. Federal Hwy, 7/1/2016 C3- Community 1.377 7,165 $1,550,000 $216.33 Boynton Beach Commercial (Boynton) 10 2755 S. Federal Hwy, 7/1/2016 C3- Community 1.30 19,876 $1,750,000 $88.05 Boynton Beach Commercial (Boynton) 11 711 N Federal Hwy, 8/11/2016 C4- General Commercial 0.616 2,400 $625,000 $260.42 Boynton Beach (Boynton) 12 1305 S. Federal Hwy, 9/2/2016 C3- Community 0.52 3,360 $650,000 $193.45 Boynton Beach Commercial (Boynton) 13 2923 S. Federal Hwy, 12/22/2016 C3- Community 1.31 12,144 $1,450,000 $119.40 Boynton Beach Commercial (Boynton) SUBJECT SF Price/SF Address Sale Date Zoning Acres Building Listing Price Building 711 N. Federal Hwy, S N/A C4- General Commercial 0.616 2,400 $675,000 $281.25 Boynton Beach (Boynton) BO BE °CRA CRA BOARD MEETING OF: April 11, 2017 Consent Agenda I X I Old Business I I New Business I I Legal I I Information Only I I C0 AGENDA ITEM: XIII.D. SUBJECT: CRA Approved Design Scope of Services Work Order with Kimley-Horn & Associates, Inc. for the Boynton Beach Boulevard Streetscape Improvement Project, Construction Design Plans SUMMARY: At their August 17, 2016, Fiscal Year 2016-2017 Budget meeting, the CRA Board approved funding in the amount of $600,410 for the Boynton Beach Boulevard Streetscape Improvement Project Design and Construction Plans. Over the past several years, the CRA has been working with the engineering firm of Kimely-Horn & Associates, Inc., on numerous aspects of this project necessary to reach the construction design phase of the project. In September of last year, the 2016 CRA Redevelopment Plan was approved by the CRA Board and City Commission which identifies future street enhancements and conceptual layout for Boynton Beach Boulevard (see Attachment 1). At the January 10, 2017 meeting, the Board directed Mr. Mufleh/Kimley-Horn to bring back a third proposal alternative for the project area from 195 to Seacrest Boulevard to be presented at their February 14, 2017 meeting. On February 6 & 7, 2017, Mr. Mufleh and CRA staff met with each of the CRA Board members individually, to go over the details of the project's conceptual design as presented. The CRA Board approved the Design Scope of Services Work Order with Kimley-Horn & Associates, Inc. for the Boynton Beach Boulevard Streetscape Improvement Project, Construction Design Plans for the entire project length, from the US -1 to 195 and included direction for the design plan be presented to the public and CRAAB at their April 6, 2017 before finalizing the layout. FISCAL IMPACT: N/A CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: Recommends moving forward with the design phase of the project CRA BOARD MOTION/OPTIONS: 12 Michael Simon, Interim Executive Director Attachment O�ik , d1k Boynton Beachilp Boulevard District Introduction Planning Challenges Planning Considerations The Vision Recommendations Currently there Is no adopted pian for the Boynton Beach Boulevard corridor. There were public workshops held In 2005 to discuss the vision for the corridor, and many of the recommendations from those workshops are Incorporated Into this plan. There has been little redevelopment progress along the corridor at the scale envisioned by this Pian due to lack of developable parcels, no clear development vision and little to no public Investment The CRA Invested In a public parting lot in 2015 to serve the future downtown growth. The Agency is currently In the planning phase for Improvements to Boynton Beach Boulevard. The Boynton Beach Boulevard District consists of the Boynton Beach Boulevard corridor between I-95 and the FEC Railway. The District extends north to N. E. 3rd Avenue and south to W. Ocean Avenue (west of Seacreast Boulevard) and N. E. 1st Avenue (East of Seacrest Boulevard). This area Is the main entry Into the downtown from the 1-95 exit and will therefore establish the first impression that visitors and many residents have of the City. The district also provides easy access to the City's public beach, the Boynton Harbor Marine, City Hall, the Children's Schoolhouse Museum and the Library. The areas directly north and south of the District are predominately large single-family neighborhoods. There Is no buffer between the commercial uses fronting the corridor and residential uses which has held back property values Iq-e these neighborhoods I. ,1 Rpm 10 As the City's population grow, Boynton Bead Boulevard was widened to fire lanes thereby accommodating higher traffic speeds and higher traffic volume, while lowering the aesthetic quality of the corridor. Additionally, commercial zoning only extends one-half biotic dip from Boynton Beach Boulevard which represents insufficient land necessary to support the land assembly and redevelopment I& viable commercial uses. As a consequence, business activity along the corridor has primarily consisted of minimal conversion of singlefamily houses to commercial uses rather than redevelopment at the scale envisioned for this Plan. Nearly all of the parting for the businesses along the Boulevard Is In front of the buildings meaning that In many cases, cars have to back out Into traffic. There are numerous curb cuts for each commercial use along the corridor leaving little room for landscape Improvements and the pedestrian zone. Due to the widening of the Boynton Beach Boulevard overthe years, vehicularuse has been emphasized over pedestrian or bike use. Under the current configuration of the roadway, there Is insufficient right-of-way for landscaping, wider sidewalks, bike lanes, bus shelters and street furniture. Recently large utility poles were installed on the south side of the Boulevard adding to the visual blight of the corridor. There are only three signalized intemactlons that have formal pedestrian crossing zones. Pedestrians must walk several blocks In order to cross the Boulevard. There are no destinations along the corridor to attract the interest of visitors or residents other than City Hall and the Post Office. The majority of the businesses belong to the small service Industry with few employees. The buildings are outdated, being constructed from the 1930's to the 1970's. The majority of the buildings are for single enant or single -use with no c ross°acoess for pedestrian or vehicular circulation purposes or for sharing of parking resources. Additionally, there are no large parcels ready for redevelopment thereby requiring land assemblage and willing sellers. City Hall is located along Boynton Beach Boulevard but Is envisioned to be relocated Into the Cultural District as part of the Town Square project. City Hall and the other civic uses occupy 3.71 acres and ofter an opportunity for a public-private partnership to facilitate a catalyst for redevelopment within the District. Figure 11: Examplee of DIstrit# Planning Chaleng" Several factors were considered in determining the land use designations for the Boynton Beach Boulevard Dlsffld. Just east along the District is the location of the future site of the Tri -Rall Coastal Link commuter service on the FEC bail line, which will serve the South Florida metropolitan region. To improve land development patterns In advance of station development, the City adopted a Downtown Transit Oriented Development District (DTOD), covering a % mile radius around the planned station. The DTOD district regulations support Increased intensity of development through a 25% density bonus. The Boynton Beach Boulevard District and DTOD district overlap; only the area from 1-95 to (approximately) N.W. 2nd Street Is not included within the DTOD District. A second consideration Is that the Boynton Beach Boulevard District is entirely enclosed within the Transportation Concurrency Exception Area (TCEA) which, In addition to the residential exception area applicable east of 1-95, exempts all development from the Palm Bead County traffic concurrency thus allowing denser development. The Plan recommends that the higher density and height occur within this District where both the TCEA and the TOD overlap. The potential NW let Avenue historic district contains thirteen properties, seven of which would be considered "contributing properties`. The designetion process was applied but failed to produce a positive result (although the outcome of the vote was very close). It is recommended that the designation of a historic district be again explored In the future If there Isn't any assemblage of the properties on the north side of NW let Avenue for commercial development. In the meantime, the owners of the °contributing` sites will be contacted to determine their Interest in applying for Individual designation of their properties. The Boynton Beach Boulevard District !s envisioned to serve as a welcoming and beautiful entry Into the Downtown District Pedestrians will be encouraged to walk along the broad sidewalks In the shade of mature trees to visit the various stores and restaurants along the corridor. Bkydlsts wN1 safely travel along the corridor and will be able to park their bikes at one of the local shops where they'p meet a friend lar a cup of ooflree. Vialtora wNl be able to find bWr way to the marina, the Children's Schoolhouse Museum and the Public Library using the various way finding slips along the corridor. Investors will see the value of developing In downtown Boynton Beach based on the publk Improvements and will begin to assemble land for development of mored -use projects. Strestscope enhancements are recommended for the Boynton Beach Boulevard District. The space for these enhancements may be obtained through either right-of-way dedications or public easements and should Indude: • Implement a Complete Streets program • Minimum 8' wide active use area abutting the for Boynton Beach Boulevard Including the building addition of • Decorative light poles at both the vehicular and • On -street parking pedestrian scales • Bike lanes • Enhanced median with mature tree canopy (at time of planting) and landscape lighting • Marking of major Intersections with materials such as pavers, paint, etc. • Narrowing of travel lanes to create space for landscaping and wider sidewalks and to make the street safer for bicyclists and pedestrians. Create a Pedestrian Zone adjacentto the right- of-ways ightof-ways that Is Inviting, safe and Includes: • Enhanced street furniture, bus shelters, bike racks and receptacles • Active uses along the first floor of development • Create a greenway along the north side of NW let Avenue per the Connectivity Plan • Create way finding signage to mark the entry Into the City and brand the district • Install public art in key locations • Provide additional pedestrian crossings where needed • Addition of canopy street trees Underground overhead utilities • Minimum 8' wlde dear sidewalk Area Entrance enhancements • Signage / Gateway « « « « « « r « « Intersection enhancements • Directional signage • Pavement t material • Landscaping • Public art location • Safe pedestrian crossing Intersection enhancements • Entry to Downtown • Directional signage • Pavement / material • Landscaping • Public art location • Safe pedestrian crossing 'k . Id f TL TL MD — I m I mw j FWMI It B"Wn- Smadh OftMWMVN—WM OW. Figure 17: Boynton Beach Blvd. SectUlown from M to SGMCr9d Blvd. 62 LT MD Figure iiaaci► Blvd Plan from Soured Blvd. to FeftnW Hwy, Oil sw nff lar :r Figure 10: Boynton Beach Blvd. Sedlon from Soured Blvd. to Federal Hwy. The predominant existing future land use designation along the Boynton Beach Boulevard corridor is Local Retail Commercial. Other future land use designations are Public and Private and Govemmental/ Institutional (where City Hall Is located) and Office Commercial. The Local Retail Commercial designation only extends one-half block to the north and south of Boynton Beach Boulevard. The lack of depth has prevented successful projects from being developed along the corridor. In order to encourage a vibrant corridor with the desired private development and public spaces, it Is recommended that the following future land use changes be made: From 145 east to N.W. lot Stmt, change Local Retail Commercial and Low Density Residential to Mixed -Use Law The Mixed -Use Low land use designation should emend the depth of the block north and south of Boynton Beach Boulevard. • From N.W. lot Street east to N.E. 3rd Street, change Local Reil Comffwclal, Public and Private GovemmenteiltnsfibAonal, Medium Density Residential, Gen6rif Commercial to Mixed -Use Medium Future Land Use. The Mbeed-Use Medium land use designation should extend the depth of the block north and south of Boynton Beach Boulevard. • From N. E. 3rd Street east to the FEC Railroad, change General Commercial, Industrial, Local Recall Commercial to Mixed -Use High future land use designation. They Mixed -Use High future land use designation should extend the depth of the block north and south of Boynton Bead Boulevard. Below is a table showing the proposed land use and zoning designations that will apply along the Boynton Beach Boulevard conidor: TaW 3: RecornmerWed Future Land Use (FLU) Clau fcotioru within the Boynton Beach Blvd DWWO LAND USE DENSITY CORRESPONDING ZONING DENSITY t,.AP 7' - -- HrGH Low DWV* 5 R1AAB, PUD, MHPD Residential ! - - ---- __ -- Mlxe"s6 Low 24 MU -1 2E) ` 45' Mixeddl" MU -2 40 € 55' Medium so --- MU -3 MU4 — 56 76 1W - 60 Mixed illogic so -- MU so '1W a 25% den* bonus `Pmpwbft sated TO® may redeve MU Low • 20 dulac • Max height 45' MU- Med • 40 dulac • Max helms 75' • TOD Bonuses MU- High • 80 dulac F . Max height -150' TOD Donally Bonus �. Fkgiire 20 Recommended Futm e Land Use ioi trre "ahn Ee"ch BW. Dkdit MU Low • 20 dulac Owwfiviasd unib) Max talgM 4F • Rsda slop i. d / NMI Cormwctl • Pad" at raw • Pubic t to buffer SFR • Two story nw at serest • Bub*W est back to dow for pedsstrien zona Town stqua • 40- 50 dulac ..M" 85=76' • TOD Bonus" QwWUM / don*) • Cornmwcw uses requkod I MU- Med - • 40.50 dulac • Max h"Ight 86' 7v • TOD Baru"ss (+►elaM ! doft • Max 4 "lodes on street �) aj-i. .," W � d N MU- High • 80 — 80 dulac Msx h*WM ISW Bonus r t� • Msx 4 0g&d on dr*d Create an overlay district for Boynton Beach Boulevard to control height at street frontage, buAding setback, design, uses, and overei character. • The building shall be setback to accommodate the pedestrian zone. • Active commercial uses shall be required on the stmt frontage of Boynton Beach Boulevard. AuWmoW oriented uses, such as, gas stations and car washes, are prohibited. Drive-thrus are only permitted when not visible from right-of-ways and completely behind a structure. • Buildings fronting Boynton Beach Boulevard shall have maximized glazing on first floors. • Approximately 75% of the lot frontage must be occupied by structure and adjacent to the pedestrian zone. • Buildings fronting Boynton Beach Boulevard shall have a minimum height of 80' • Buildings fronting Boynton Beach Boulevard shall be a maximum of 45' M height, any additional height permitted by the zoning districts must be stepped back proportionately to the overall height, a minimum of 10' deep. • F*idng shall be located to the rear or side of the property. MU -L Land Uses are permitted to haus ata (single loaded) row of parking In front of the structure. • Only when access Is not possible from the near or side shall curb cuts be permitted on Boynton Beach Blvd. • All buildings along Boynton Beach Blvd shall have pedestrian access from the right-of-way/ sideweNas. • The main pedestrian entry, or front door, must be fronting Boynton Beach Blvd. • Mixed use projects adjacent to single-family areas shall include greenways for proper buffering Staff will review architectural styles and make recommendations regarding Architectural Guidelines that may enhance the character of the District. This process will Include public Input. Figure 72: Example Greenway Rom ..w on Fkd Avsnue Figure 23 Example of Mixea Use Low Project on Boynton Beach Blvd. Figure 25: Boynton Beach Blvd. District Master Plan t 68 • Jae Medium Project on Boynton Beach Blvd. 69 ma I g� BBETAOCHCRA CRA BOARD MEETING OF: April 11, 2017 Consent Agenda I X I Old Business I I New Business I I Legal I I Information Only I I CRAAB AGENDA ITEM: XIII.E. SUBJECT: Six Month Financial Update and Capital Project Review SUMMARY: It was requested at the March 15, 2017 CRA Board Meeting that a six-month budget and project update be presented at the April meeting. Exhibit A — General Fund & Debt Service Fund General Fund - Tax increment revenues will be on budget and Marina Revenues will be realized by year-end. Expenses, both administrative and operational, are on target with less than 50% expended through mid -year. It is estimated that expenses will be lower than budgeted for the fiscal year. Excess funds will be identified after the audit is completed in late 2017 and reallocated by the CRA Board according to Florida statute. The Debt Service Fund budget shows $256,445 expended toward bond debt service payments through March 31St with the balance of $1.9 million to be paid towards debt service in September 2017 for a total of $2.14 million in debt service payments made during FY 2016- 2017. Debt service payments are made twice a year, in March and September. Exhibit B — Project Fund - Revenues are realized at 100% because of transfers made from the General Fund, Rollover funds from FY 15-16, proceeds from the sale of 480 E. Ocean Avenue as well as fund balance allocation. Total Expenditures show 66% of the budget remaining to be expended and it is expected that the unused balance from some project budget line items, will once again, be rolled over into the next fiscal year 17-18. By way of explanation, the project fund pays for capital projects that in some cases extend over multiple fiscal years. Hence, it is not unusual to have excess funds in budget line items that will be budgeted (rolled over) in the future budget year and fully expended upon project completion. As an example, the Marina "phased" construction and parking lots. Exhibit C — Capital Proiects — Capital project detail shows most project budget line items are expected to be fully expended by year-end or rolled over into next year's budget. Exceptions to this are Marina Open Space and Dog Park. Additional funding sources are shown as Unassigned Fund Balance from audit year ending 9/30/16 of $671,636 and proceeds from the sale of 211 E. Ocean Avenue closed on 9/30/16 of $240,105. FISCAL IMPACT: Provides the CRA Board the opportunity to review the budget. b�. BOYNTON"C r 6EACH RA CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan and FY 2016-2017 CRA Budget CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: To be determined. Susan Harris, Finance Director EXHIBIT A General Fund & Debt Service Fund Revenues Tax Increment Revenues Marina Other Financing Sources Total Revenues Expenditures General Government CRA Board Executive Office Finance Planning Marketing Special Events Employee Benefits Dperatina Expenditures GENERALFUND Marina $ Building, Grounds, Maintenance $ Insurances $ Professional Services $ Information Technology $ Contingency $ Sub -Total General Government & Operating Expenditures $ Transfers Out Debt Service Fund Project Fund Total Expenditures 1,000,000 Budget Approved 397,527 YTD thru 3/31/17 602,473 Budget Balance Over/(Under) Budget $ 10,363,156 $ 10,721,712 $ 358,556 3% $ 1,000,000 $ 409,556 $ (590,444) -59% $ 668,607 $ 668,607 $ - 0% $ 12,031,763 $ 11,799,875 $ (231,888) -2% Marina $ Building, Grounds, Maintenance $ Insurances $ Professional Services $ Information Technology $ Contingency $ Sub -Total General Government & Operating Expenditures $ Transfers Out Debt Service Fund Project Fund Total Expenditures 1,000,000 FY 2016-17 Budget Approved 397,527 YTD thru 3/31/17 602,473 Remaining Budget Balance % or Budget Remaining $ 29,650 $ 10,439 $ 19,211 65% $ 331,940 $ 154,944 $ 176,996 53% $ 208,305 $ 94,075 $ 114,230 55% $ 122,673 $ 31,566 $ 91,107 74% $ 112,854 $ 44,598 $ 68,256 60% $ 79,611 $ 36,451 $ 43,160 54% $ 336,014 $ 120,940 $ 215,074 64% Marina $ Building, Grounds, Maintenance $ Insurances $ Professional Services $ Information Technology $ Contingency $ Sub -Total General Government & Operating Expenditures $ Transfers Out Debt Service Fund Project Fund Total Expenditures 1,000,000 $ 397,527 $ 602,473 60% 505,545 $ 195,525 $ 310,020 61% 135,750 $ 101,065 $ 34,685 26% 252,000 $ 119,370 $ 132,630 53% 64,500 $ 33,726 $ 30,774 48% 100,000 $ - $ 100,000 100% 3,278,842 $ 1,340,226 $ 1,938,616 $ 2,140,220 $ 2,140,220 $ - $ 6,612,701 $ 6,612,701 $ - 59% 0% 0% $ 12,031,763 $ 10,093,147 $ 1,938,616 16% 4' i < < iY�' '• t .s �. DEBT SERVICE FUND FY 2016-17 Remaining Budget YTD thru Budget % or Budget Approved 3/31/17 Balance Remaining Expenditures $ 2,140,220 $ 256,445 $ 1,883,775 88% T:\FINANCE\01 FINANCIAL OPERATION S\Yearly Operations\Budget Files\2016-2017 Budget Files\Mid-Year Budget Report 03-31-2017 Revenues Other Financinq Sources • Transfers In from General Fund • Rollovers from FY 15-16 • Proceeds from Property Sales & Fund Balance Allocation Festival & Event Income Total Revenues EXHIBIT B Project Fund FY 2016-17 Budget YTD thru Remaining Over/(Under) Approved 3/31/17 Budget Balance Budget $ 6,612,701 $6,612,701 $ - 0% $ 1,592,467 $1,592,467 $ - 0% $ 815,986 $ 815,986 $ - 0% $ - $ 33,826 N/A N/A $ 9,021,154 $9,054,980 $ 33,826 0.4% Economic Development DIFA Payments $ FY 2016-17 $ 594,509 $ 705,491 54% Economic Development Grants $ Budget YTD thru 340,433 Remaining % or Budget Expenditures Marketing Program Approved 228,590 3/31/17 Budget Balance Remaining Operating Expenses 46% Sub -Total $ 2,100,590 $1,058,291 $ Contingency $ 119,000 $ - $ 119,000 100% Professional Services $ 1,100,410 $ 652,200 $ 448,210 41% Rent Expense $ 13,200 $ 13,200 $ - 0% Legal Fees $ 150,000 $ 50,419 $ 99,581 66% Sub -Total $ 1,382,610 $ 715,819 $ 666,791 48% Capital Outlay 26% Community Special Events $ 413,000 $ 384,809 $ Property Purchases $ 1,136,607 $ 380,422 $ 756,185 67% Construction in Progress $ 1,098,897 $ 13,662 $ 1,085,235 99% Site Work & Demolition $ 550,000 $ 2,818 $ 547,182 99% Infrastructure & Streetscape $ 1,797,450 $ 44,898 $ 1,752,552 98% Sub -Total $ 4,582,954 $ 441,800 $ 4,141,154 90% Economic Development DIFA Payments $ 1,300,000 $ 594,509 $ 705,491 54% Economic Development Grants $ 572,000 $ 340,433 $ 231,567 40% Marketing Program $ 228,590 $ 123,349 $ 105,241 46% Sub -Total $ 2,100,590 $1,058,291 $ 1,042,299 50% Proiects & Programs Community Policing $ 263,000 $ 263,000 $ - 0% Neighborhood Sustainability $ 134,000 $ 134,000 $ - 0% District Clean $ 50,000 $ - $ 50,000 100% Community Support Project $ 95,000 $ 70,180 $ 24,820 26% Community Special Events $ 413,000 $ 384,809 $ 28,191 7% Sub -Total $ 955,000 $ 851,989 $ 103,011 11% Total Expenditures $ 9,021,154 $3,067,900 $ 5,953,254 66% T:\FINANCE\01 FINANCIAL OPERATIONS\Yearly Operations\Budget Files\2016-2017 Budget Files\Mid-Year Budget Report 03-31-2017 EXHIBIT C Summary of FY 2016-2017 - Project Fund - Capital Projects Estimated Balance YTD thru Remaining Expenditures Available for As of: March 31, 2017 Budget 3131/17 Budget thru Year -End Reallocation Capital Outlay - 02-58200 Property Purchases - 02-58200-401 $1,136,607 $380,422 $ 756,185 $ 756,185 $ Construction In Progress - 02-58200-404 Marina - Open Space $ 200,000 $ 18,549 $ 181,452 $ 80,000 $ 101,452 211 E. Ocean - Renovation Grant $ 200,000 $ - $ 200,000 $ 200,000 $ - Dog Park $ 698,897 $ - $ 698,897 $ - $ 698,897 Sub -Total $1,098,897 $ 18,549 $ 1,080,349 $ 280,000 $ 800,349 Site Work & Demolition - 02-58200-405 Site Work & Demolition $ 100,000 $ 2,818 $ 97,182 $ 97,182 $ - Stabiliazation of Old High School-Roof/Windows $ 450,000 $ - $ 450,000 $ 450,000 $ - Sub -Total $ 550,000 $ 2,818 $ 547,182 $ 547,182 $ - Infrastructure & Streetscape - 02-58200-406 Town Square Project MLK Corridor Redevelopment, CRA Property Model Block Sub -Total Total Capital Outlay/Projects $ 185,450 $ 149 $ 185,301 $ 185,301 $ - $1,162,000 $ - $ 1,162,000 $ 1,162,000 $ - $ 450,000 $ 44,898 $ 405,102 $ 405,102 $ - $1,797,450 $ 45,047 $ 1,752,403 $ 1,752,403 $ - $4,582,954 $446,836 $ 4,136,118 $ 3,335,770 $ 800,349 Other Available Funding Sources 1. General Fund Unassigned Fund Balance from 9/30/16 Audit Note: $839,545 less 20% Self -Funded Insurance Reserve of $167,909 2. Proceeds from sale of 211 E. Ocean Avenue $ 671,636 $ 240,105 Total Available for Reallocation ► $1,712,090 T:\FINANCE\BUDGET AMENDMENTS - TRACKING\Budget Tracking\FY 2016-2017\Capital Projects -Prof. Fees - FY 2016-2017 BOYNTO CRA =BEACH CRA BOARD MEETING OF: April 11, 2017 Consent Agenda I I Old Business I X I New Business I I Legal I I Information Only I I CRAAB AGENDA ITEM: XIV.A. SUBJECT: Consideration of the Letter of Intent from St. John's Missionary Baptist Church for the purchase of the CRA owned property located at 700 N. Seacrest Boulevard, also known as the Ocean Breeze East Site SUMMARY: On March 30, 2017, the CRA received a Letter of Intent (LOI) from St. John's Missionary Baptist Church, in a partnership with Roundstone Development, LLC, for the purchase and development of the CRA owned property located at 700 N. Seacrest Boulevard, a/k/a the Ocean Breeze Project site (see Attachment 1). St. John's Missionary Baptist Church is located at 900 N. Seacrest Boulevard within the CRA Redevelopment Plan's Heart of Boynton District and has been part of the community for 109 years. St. John's LOI describes their interest in developing a 108 unit affordable rental apartment community comprised of 1 & 2 bedrooms combined with a Family Life Center with a tropical swimming pool, fitness center, basketball and volleyball gymnasium, business center, multipurpose rooms, catering kitchen and a 5,000 square foot grocery store on the site. In addition to their project description, St. John's has submitted three different financial options for the purchase of the property and the physical development of the previously described project components proposed on the site (see Attachment II). Financing Option 1: Use of a HUD 221(d)(4) loan, tax-exempt bonds from the Palm Beach County Housing Finance Authority, a request for $1 million in CRA funding and purchase of the site for $10 plus various fee credits and waivers. Financing Option 2: Use of a 9% Low Income Housing Tax Credit award, a request for $1 million in CRA funding and purchase of the site for $800,000 plus various fee credits and waivers. Financing Option 3: Use of a 4% SAIL loan, tax-exempt bonds from the Palm Beach County Housing Finance Authority, a request for $1 million in CRA funding and purchase of the site for $10 plus various fee credits and waivers. Regardless of which financing option used, the partnership will provide affordable housing under the following guidelines: 10% of the units will be rented to those at 33% of median area household income and 90% of the units will be rented to those at 60% of median area household income (see Attachment III). The proposal states that preference will be given to the hiring of local minority contractors and multiple job fairs will be held to solicit employees. FISCAL IMPACT: To be determined CRA PLAN/PROJECT/PROGRAM: 2016 CRA Redevelopment Plan — Heart of Boynton District (pages 105-117) BOYNTON =BEACHFCRA CRAAB RECOMMENDATION: Recommends acceptance of the Letter of Intent from St. John's Missionary Baptist Church and recommends Board approval for Option 1 Financing CRA BOARD MOTION/OPTIONS: To be determined Michael Simon, Interim Executive Director ATTACHMENT Ocean Breeze West Project J 14 VA Ocean "'ear, ire j 6 0 F —;dw--— ` St John's Missionary Baptist Church 7, th mt 51h Ave .p a __moi —__ _— � ,,,,, �� a1( w..f 1:2 Ocean Breeze East Project site 0 ODi6 0 ,257 oDeR :1121, n It-;"$ Eye$Au lbri 10. W14 1 �. PD,, ,1, 1,, �.n f ■7V 9,rton Ssftti, Fiends 53436 M1ss10llat'Y RQYNTQN i Ei;GH GRA omm N so 1. ?U4317 Fez N MI -732.5270 Baptist Church ..�n�.�, March 29, 201 To: Michael Simon, Executive Director, Boynton Beach Community Redevelopment Agency, and Boynton Beach Community Redevelopment Board Members From: The St. John Missionary Baptist Church Re: Letter of Interest in the CRA owned site !mown as Ocean Breeze East. St. John Missionary Baptist Church is submitting this letter of interest for the Ocean Breeze East site located with the west boundary as Seacrost Blvd., the east boundary as 1" St, and the north boundary as NE 7* Ave., and the south boundary as behind the apartments on NE 61 Ave. St. John Missionary Baptist Church, in a partnership with Roundstone Development, is interested in acquiring the land to develop it with 108 Affordable Apartments comprised of 1 & 2 bedroom apartments, combined with a Family Life Center featuring a tropical swimming pool, state of the art fitness center, gymnasium (basketball and volleyball), business center, multipurpose rooms and a catering kitchen, combined with a 5000 sq. & Grocery store. This would be financed using a HUD 221(d)(4) loan, Tax — Exempt Bonds from the Palm Beach County HFA, a community investment of $1 Million, utility credits, impact fee waivers, the land being sold to the Church at a cost of $10.00, and an annual TIF payment of $450,000 from the CRA to the property for twenty (20) years. Thin would be a true non-competitive development which could move forward promptly with no "lottery" uncertainties. Since we are receiving noncompetitive 4% tax credits from FHFC, this partnership will provide affordable housing using the following FHFC guidelines - 10% of the units at 33% of area median income and 90% of units at 60% of area median income. The partnership will give preferences to minority local subcontractors and host multiple job fans for minority district 2 residents at the RM Lee Educational Complex located on the St. John campus. The partnership will have an art feature approved by the city's arts commission that will be valued at 1% of the building cost. Our preference will be to use artists from District 2. St. John Missionary Baptist church has been a pillar of the city for 109 years with over 1,000 members. Roundstone Development, LLC is a national developer with a proven record of developing quality, affordable housing in Palm Beach County and throughout the Sunbelt of the United States. Their most recent success is in Delray Beach partnering with the Delray Beach Housing Authority on a project located at 121 Ave and 101 St. We will be able to present a conceptual plan within 120 days to the CRA Board. We request that you approve our letter of interest and allow us to come back in 120 days so that staff can develop a purchase and development agreement. Jov.0 1 Davis Pastor— St. John's Missionary B Church r �' �eachirtg the R�detf»ably Willie Gib) n Chairman of Deacons — St. John Missionary Baptist Church, Aow"horra /raOlahbad Howard Brown Chairman of Trustees — St. John Missionary Baptist Church goo P1 ahr,a aooF on b to db+u. ahlfs w.w - Eph. 1.7 Michael Hartman Tnvelnner — Rnnmclrtone Develnnment. TLC I t RECEIVEh Bah, Fb W 80486 sionag 0" # Wi- 732-2*3nFax a 601-732-3270 Church BOYNTON BEACH GRA www.s*ahmmbc.aom March 29, 2017 To: Michael Simon, Executive Director, Boynton Beach Community Redevelopment Agency, and Boynton Beach Community Redevelopment Board Members From: The St. John Missionary Baptist Church Re: Letter of Interest in the CRA owned site known as Ocean Breeze East. St. John Missionary Baptist Church is submitting this letter of interest for the Ocean Breeze Fast site located with the west boundary as Seacrost Blvd, the east boundary as 1" St., and the north boundary as NE Th Ave., and the south boundary as behind the apartments on NE 601 Ave. St. John Missionary Baptist Church will purchase the site from the Boynton Beach CRA for $800,000.00. St. John Missionary Baptist Church will partner with Roundstone Development, LLC to form a Limited Partnership to develop the site with 108 Affordable Apartments comprised of 1 8t 2 bedroom apartments, combined with a Family Life r.,2ter g a tropical swimming pool, state of the art fitness center, gymnasium (basketball and volleyball), business ter, multipurpose rooms and a catering kitchen, combined with a 5000 sq. ft Grocery stop. This will be financed using 9% tax credits awarded by Florida Housing Finance Corporation (FHFC). The CRA would be required by the FHFC to put up a $1 Million community commitment before the application for the 9% tax credits is submitted in the fall. However, the commitment will not have to be finided by the CRA until construction of the development is 50% complete. When the 9% tax credits are awarded we will also need a utility credit as determined by the city based on past applications. This partnership will provide affordable housing using the following FHFC guidelines - 10% of the units at 33% of area median income and 909/0 of units at 60% of area median income. The partnership will give pref renes to minority local subcontractors and host multiple job fairs for minority district 2 residents at the RM Lee Educational Complex located on the St. John campus. The partnership will have an art feature approved by the city's arts commission that will be valued at 10/6 of the building cost. Our preference will be to use artists from District 2. St. John Missionary Baptist church has been a pillar of the city for 109 years with over 1,000 members. Roundstone Development, LLC is a national developer with a proven record of developing quality, affordable housing in Patin Beach County and throughout the Sunbelt of the United States. Their most recent success is in Delray Beach partnering with the Delray Beach Housing Authority on a project located at 1201 Ave and 100 St. We will be able to present a conceptual plan within 120 days to the CRA Board. We request that you approve our letter of interest and allow us to come back in 120 days so that staff can develop a purchase and development agreement. ti Rev. Jovan Davis, P;t for — St. John's Missionary Baptist church R f l;Chl The Redeemable Willie Gi�il, d Chairman of Deacons — St. John Missionary Baptist Church k3 WN w hm ndmpaan ftoqhhkab* Howard Brown Chairman of Trustees — St. John Missionary Baptist Church r"N 06 - --d'k A 0-A -lobs* dUewf dFa� pros - �A.1:7 M;rhanl Partmare Tuvnlnnew — RnimAef^n + TUvrinnmPnt T T r L �L Mssloonary Baptist Church Manch 29, 2017 RECEIVED, 130YNTON BEACH CRA E00 NO" 89AM t BDL Mit Baynton 806* Florida 33135 0" 0 581- 7324377 re). # bel 732.3270 Nww.#"mmbc.=n To: Michael Simon, Executive Director, Boynton Beach Community Redevelopment Agency, and Bwydm B@Wb Community Redevelopment Board Members From: The St. John Missionary Baptist Church Re: Letter of Interest in the CRA owned site known as Ocean Breeze East. St. John Missionary Baptist Church is submitting this letter of interest for the Ocean Breeze East site located with the west boundary as Seacrest Blvd., the east boundary as 114 St., and the north boundary as NE 76 Ave., and the south boundary as behind the apartments on NE 66 Ave. St. John Missionary Baptist Church, in a partnership with Roundstone Development, is interested in acquiring the land to develop it with 188 Affordable Apartments comprised of 1 & 2 bedroom apartments, combined with a Family We Center featuring a tropical swimming pool, state of the art fitness center, gymnasium (basketball and volleyball), business center, multipurpose rooms and a catering kitchen, combined with a 5000 sq. ft. Grocery store. This would be financed using a SAIL Loan from the Florida Housing Finance Corporation (FHFC) and Tax — Exempt Bonds from the Palm Beach County HFA, a community investment of $1 Million, utility credits and impact fines waivers and the land provided to the partnership at a cost of $10.00. This partnership will provide affordable housing using the following FHFC guidelines - 10% of the units at 33% of area median income and 90% of units at 60% of area median income. The partnership will give preferences to minority local subcontractors and host multiple job fairs for minority district 2 residents at the RM Lee Educational Complex located on the St. John campus. The partnership will have an art feature approved by the city's arts commission that will be valued at 1% of the building cost. Our preference will be to use artists from District 2. St. John Missionary Baptist church has been a pillar of the city for 109 years with over 1,000 members. Roundstone Development, LLC is a national developer with a proven record of developing quality, affordable housing in Pahn Beach County and throughout the Sunbelt of the United States. Their most recent success is in Delray Beach partnering with the Delray Beach Housing Authority on a project located at 126 Ave and 106 St. We wiq be able to present a conceptual plan within 120 days to the CRA Board. We request that you approve our letter of interest and allow us to coarse back in 120 days so that staff can develop a purchase and development agreement. Rev. Jovali . Davis, Pastor — St. John's Missionary Baptist Church Willie Gil, z n Chairman of Deacons — St. John Missionary Baptist Church, Howard Brown Chairman of Trustees — St. John Missionary Baptist Church Rearhi'n8 7'he Redeemable Michael Hartman Developer— Roundstone Development, LLC In Ift aw MW mdwoftn &WOMWpW4 No ftwwNw of AIM V b � �1 1 dfift pia -4W t:7 St. John Church / Roundstone Development Summary for Redevelopment of 700 N. Seacrest Blvd. (Ocean Breeze East) Option 1 Financing • We (the partnership that will own the property and buildings) secure a permanent loan from HUD under the 221(d)(4) program. • We secure a construction loan from the Palm Beach County Housing Finance Authority (HFA) using Tax —Exempt bonds. • We secure non-competitive 4% Housing Tax Credits from the Florida Housing Finance Corporation that we sell to an equity investor. • The CRA would provide the property up front a $1 Million community investment and an annual TIF investment of $450,000 per year for twenty years. • The CRA would sell the land to the Church for $10. • The City would give us the utility credits that the property already qualifies for as well as waive all impact fees. • The City would still be paid all building permit fees. • The City and County would still be paid full property taxes (about $110,000 per year). • This would be a true non-competitive development which could move forward promptly with no "lottery" uncertainties. Option 2 Financing • We (the partnership that will own the property and buildings) secure a permanent loan from a conventional lender. • We secure a construction loan from a conventional lender. • We secure competitive 9% Housing Tax Credits from the Florida Housing Finance Corporation that we sell to an equity investor. • The CRA would provide the property up front a $1 Million community investment. • The CRA would sell the land to the Church for $800,000. • The City would give us the utility credits that the property already qualifies for. • The City would still be paid all building permit fees and impact fees. • The City and County would still be paid full property taxes (about $100,000 per year). • This would be a competitive development which could move forward only if we win the "lottery". It would also be subject to a bid challenge by the losers in the competition. That will cost us time and money. Option 3 Financing • We (the partnership that will own the property and buildings) secure a permanent loan from HUD under the 221(d)(4) program. • We secure a construction loan from the Palm Beach County Housing Finance Authority (HFA) using Tax —Exempt bonds. • We secure non-competitive 4% Housing Tax Credits from the Florida Housing Finance Corporation that we sell to an equity investor. • We secure a competitive SAIL Loan from FHFC. • The CRA would provide the property up front a $1 Million community investment. • The CRA would sell the land to the Church for $10. • The City would give us the utility credits that the property already qualifies for as well as waive all impact fees. • The City would still be paid all building permit fees. • The City and County would still be paid full property taxes (about $110,000 per year). • This would be a competitive development which could move forward only if we win the "lottery". It would also be subject to a bid challenge by the losers in the competition. That will cost us time and money. ATTACHMENT III PARTNERING 'Nero% BUILD a GREATER COMMUNITY ROUNDSTONE t. ohn Missionary Baptist Church Rev. Jovan T. Davis, M.Div., Senior pastor Willie Gibson, Chairman of Deacons Guarn Sims, Vice -Chairman of Deacons Mark Karageorge, Church Member Rev. Woodrow Hay, Church Member • Rooted in city of Boynton for nearly 109yrs • Over 1,000 Church Members • Successful Social Service Component - Pathways to prosperity • Well respected throughout community, city, county, and state • Property owner throughout Heart of Boynton (HOB) • Unwavering commitment to the uplifting the community t. L.. t ohn Missionary Baptist Church "61- ROUNDSTONE Clifton E. Phillips, Director of Development Robert Colvard, Acquisition Developer Michael Hartman, Acquisition Developer Mercedez Carr, Administrative Manager • Over eleven years of experience developing affordable housing communities • Developed over 2,000 units • Company currently owns 882 units • Longstanding relationship with reputable third party management company • Commitment to Utilizing Local Small and Minority Businesses • Recent Local Experience — Village Square, Delray Beach, Florida r P" A 3 The St. John Church/Roundstone Vision ■ Common Amenities ■ Three Story Building • Furnished Community Room . 108 Residential Units • Catering Kitchen • Business Center o 62 1 bed/1 bath • Fitness Center o 46 2 bed/2 bath • Onsite Laundry o 1 Parking Space per Unit • Swimming pool • Covered Pavilion with Tables & Grills • 2000 SF Gymnasium ■ ROUNDSTONE Unit Amenities • Energy Star Appliances • Garden tubs • Walk in Closets • Coat and Linen Closets • Washer Dryer Connections • Patios • Refrigerator with icemaker • Microwaves ■ Retail Component • 5,000 SF grocery store • 47 Parking Spaces 41 I LI . Ik Ohm Missionary Baptist Church The St. John/Roundstone Vision ■ Green Building promotes Energy Efficient Units • Programmable thermostats ' • Energy Star rated reversible ceiling fans • Restricted flow showerheads and faucets • Dual flush toilets • Light colored concrete pavement _ a ... • Thermally efficient doors ^ *A/C units with a minimum 15 SEER rating g UK , • Electric water heaters with an energy factor of .93 or better • Windows with a shading coefficient of .67 or better • Green label certified flooring • Energy Star rated appliances • Entire building meets FL Green Building Coalition RoutvDsr 1 standards It- Ofm Missionary Baptist Church rat' #'f^ F—W P —_ In I � as �ytiV, ROUNDSTONE Local Participation Plan Community Outreach — Our Team will coordinate with the CiVoyfBo n on ach, the CRA, the Chamber of Commerce, BBCDC, INCA, HOB, Ministers Coalition of Boynton, and others Advertisin - City of Boynton Beach Website, the Greater oyn on each Chamber of Commerce, the Sun Sentinel, and South Florida Chapter of the National Association of Minority Contractors, Church Website and Social Media Community Meetings - We will coordinate and sponsor su con rac or informational meetings and employment opportunity meetings Local and S/M/WBE participation enhancement as a Prior • Strive to split bid packages into smaller groups thereby facilitating opportunities for smaller companies. • Work with the City of Boynton Beach to identify "sheltered markets or scopes" that can be limited to Local or M/WBE firms. • Assist with bonding and insurance requirements. • Assist smaller contractors with pre -qualification paperwork, project forms, billings and expedited payment terms. • Partner with School district (Adult Education), Career Source, South Tech, and others to create vocational and job readiness nroerams for the communitv. ohn Missionary Baptist Church ROUNDSTONE RR19w16 TRwRAt1011 uL Lwrs I>/ uAn •a0 'oui vos •:> 7 i m yi H 717M 1 Iwcx . 12 M,' w z Q a: Uq M� U. W `06 r Z 00 LZ r O m I A1.0 I Sn FILM Conceptual Site Plan 919Lwn0 TATAAATm 9wwR0 ATY RLlORIC OUn IRs TVK / BLM uMk6— Lm to[ am ST 77.A70 I ����� VLLlBC� )5.451 �Pu.wVG TwT DI CI GI FOIA �� CI CI CI CI A 1 a AA !1 Al 9: at IR:CI '7: D' B A.*,,C. -7< TOTAL 1 17.77. IMT TAOU ATM A1: AI 01 AI 11R j WR WT SI TIAL &I BI R A9 749 979 6•� 5,077 AI Al �1 01 0 d i3550 .,.N. 91 11 RI M H M W TOM 'oo Im. n9 m n cl a e. WW OATA - • U ACRM INI✓•b 'A' 7 - [IdY 01RIw110 i ) - lTOR1' CC JIT$ - 771{ —Ts/.CRT - C.'.Itl 7,000 S r NE 71h AVE IfiTAA >,Rc> s - WN WAM ATs n 6e Auc> RR19w16 TRwRAt1011 uL Lwrs I>/ uAn •a0 'oui vos •:> 7 i m yi H 717M 1 Iwcx . 12 M,' w z Q a: Uq M� U. W `06 r Z 00 LZ r O m I A1.0 I Sn FILM Elevation ROUNDSTONE ` 144 Units Common Amenities Clubhouse kv • � T'I3E Fau. C.�t1R� N, �_ . , ROUNDSTONE U Village Square — Delray Beach, FL mw ROUNDSTONE 0 Village Square — Delray Beach, FL • 120 Units Common Amenities i Clubhouse 1 r } N {' � '` � , .. MS ✓ � „tri Vol zz wA ROUNDSTONE The Lodges at Pinellas Park — Pinellas Park, FL t ROUNDSTONE ".I i., M I I r illi® The Lodges at Pinellas Park — Pinellas Park, FL iven its highly visible location, the City was interested in a 7duct that would make a positive visual statement while also 7viding needed workforce housing... site simply Roundstone delivered" 'an Nea/, Director of Zoning, Pine//as Park, "Now that the project is complete and operational, We are very pleased with the results. The facility /s excellent in quality and is well perceived in the '' r4p .111 Community." Kim Foutz, Asst. City Manager Temple, TX 4` Warr- A%Ve have worked with Roundstone as our development �► consultant on several projects... Roundstone has proven themselves time and time again to be excellent developers" Brad Ky/es, Genera/ Manager UniDed Housing Da//as, TX ROUNDSTON FL St. John & Roundstone PARTNERING ikl:il-1 I I COMMUNITY ROUNDSTONE -1 " '' WE� ?0i;URxWm1TmFW �` t. ohn Missionary Baptist Church St. John Church / Roundstone Development Summary for Redevelopment of 700 N. Seacrest Blvd. (Ocean Breeze East) Option 1 Financing • We (the partnership that will own the property and buildings) secure a permanent loan from HUD under the 221(d)(4) program. • We secure a construction loan from the Palm Beach County Housing Finance Authority (HFA) using Tax —Exempt bonds. • We secure non-competitive 4% Housing Tax Credits from the Florida Housing Finance Corporation that we sell to an equity investor. • The CRA would provide the property up front a $1 Million community investment and an annual TIF investment of $450,000 per year for twenty years. • The CRA would sell the land to the Church for $10. • The City would give us the utility credits that the property already qualifies for as well as waive all impact fees. • The City would still be paid all building permit fees. • The City and County would still be paid full property taxes (about $110,000 per year). • This would be a true non-competitive development which could move forward promptly with no "lottery" uncertainties. Option 2 Financing • We (the partnership that will own the property and buildings) secure a permanent loan from a conventional lender. • We secure a construction loan from a conventional lender. • We secure competitive 9% Housing Tax Credits from the Florida Housing Finance Corporation that we sell to an equity investor. • The CRA would provide the property up front a $1 Million community investment. • The CRA would sell the land to the Church for $800,000. • The City would give us the utility credits that the property already qualifies for. • The City would still be paid all building permit fees and impact fees. • The City and County would still be paid full property taxes (about $100,000 per year). • This would be a competitive development which could move forward only if we win the "lottery". It would also be subject to a bid challenge by the losers in the competition. That will cost us time and money. Option 3 Financing • We (the partnership that will own the property and buildings) secure a permanent loan from HUD under the 221(d)(4) program. • We secure a construction loan from the Palm Beach County Housing Finance Authority (HFA) using Tax —Exempt bonds. • We secure non-competitive 4% Housing Tax Credits from the Florida Housing Finance Corporation that we sell to an equity investor. • We secure a competitive SAIL Loan from FHFC. • The CRA would provide the property up front a $1 Million community investment. • The CRA would sell the land to the Church for $10. • The City would give us the utility credits that the property already qualifies for as well as waive all impact fees. • The City would still be paid all building permit fees. • The City and County would still be paid full property taxes (about $110,000 per year). • This would be a competitive development which could move forward only if we win the "lottery". It would also be subject to a bid challenge by the losers in the competition. That will cost us time and money. BOYNTO =BEACH RA BEACH CRA BOARD MEETING OF: April 11, 2017 Consent Agenda I I Old Business IX I New Business I I Legal I I Information Only I I CRAAB AGENDA ITEM: XIV.B. SUBJECT: Consideration of Approval of System Audit Reports and Payment Release to Hart Seabourn Cove, LLC for the properties known as Seabourn Cove — Phase I & Phase 11 SUMMARY: The CRA entered into Direct Incentive Funding Agreements with Gulfstream Gardens, LLC on August 14, 2012 for the properties known as Seabourn Cove — Phase I and Phase II (attached). The properties were purchased by Hart Seabourn Cove, LLC on December 18, 2012. In August 2013, the CRA Board approved amendment of the Agreements (see attached agenda cover and Minutes) to properly allocate the electric charging stations between the two Agreement Phases. The term of the Agreements are for ten years and an annual Systems Audit is required based on Gold Rating National Green Building standards. The audit report is first transmitted to the City's Development Services Department for compliance review, then to the CRA for review and acceptance. Payments to the developer will be made once the following conditions are met (section 5.3.4 of the Agreements): (1) the CRA's acceptance of a properly documented and supported audit report by the CRA Board, (2) final certification of tax assessments within the CRA District by the Palm Beach County Property Appraiser for the preceding year, and (3) documents evidencing payment by the developer of ad valorem taxes for the preceding year On March 16, 2017, the CRA received the required Systems Audit and City compliance verification (attached) as required in Section 5.3 of the Agreements, as well as verification of tax payment. The Systems Audit is in compliance with the Agreement. The Increment Revenue Calculation Worksheets (attached) show: • Phase I - an estimated payment of $410,873 (fourth of ten consecutive payments) • Phase II — an estimated payment of $173,982 (third of ten consecutive payments) The payment amounts may be adjusted once the tax rolls for 2016 are certified by the Property Appraiser and the CRA is given notice of the new assessments within the CRA District. The certification is typically completed in May to July of the subsequent tax year (for example, May to July 2017 for the 2016 tax year). Staff recommends the CRA Board accept the Systems Audit reports and approve the payment, preliminarily estimated at $410,873 for Phase I and $173,982 for Phase II. Once the 2016 tax rolls are certified by the Palm Beach County Property Appraiser, the payment to the developer will be adjusted up or down depending on the final certified taxable value of the property. BOYNTON =BEACH CRA FISCAL IMPACT: Budgeted in Project Fund, Line Item: 02-58400-443 CRA PLAN, PROGRAM OR PROJECT: 2016 Boynton Beach Redevelopment Plan - Federal Highway District RECOMMENDATIONS/OPTIONS: Accept the Systems Audit reports and approve the DIFA payments to Hart Seabourn Cove, LLC once the Property Appraiser certifies the 2016 tax rolls and the incentive award is recalculated based on the final 2016 certified tax value for Seabourn Cove -Phase I and Phase II. iLLZ 7 Michael Simon, Interim Executive Director SEABOURN COVE - PHASES I & it CRA BOARD AGENDA ITEM REQUESTING FIRST AMENDMENT TO AGREEMENTS MINUTES APPROVING FIRST AMENDMENT TO AGREEMENTS DATED AUGUST 13, 2013 i a< CRA BOARD MEETING OF; ftmA 18, 2078 [ CM.nsn■t A e& ; oY ► x xe.fturs.. , I tomer I brim _ �] SQB�Rt,�; Rrqu - - for Rrat Arnw*nant b Drvid kt w*n Fundktp Aomw wds, Phase i and I for 8eeboun Carr to Carat an Error SUMMARY; The CRA atrb■rvd ktto a DkW kow" FUmft A (DIFA) on ftrr somborsn Calls dar�eeopn>,nt 8ubsoque rfhs MFA was bffwoobd to vaaommodvb the fwo pham of tiro proJrat. fnaiudsd h the orbkrl DIFA wn ft raqukarnw t for bwo Elsotrta Wilds Chwft Otdlom (Eftl When the DIFA was 111 , I ft EV roquhwwd vm not *Wm bod between Err h o phasrs. Ths sdtrohed wrmftrwit omW ihle error. Also aftdwd are Ora moat nomit t ftb fbr the drNlo ord wNM Is kuded at MI & Fedsrd ft CM raw* rA=d for Homm lnw m Dermal Labs" OOmn P �of fBoglemos. FISCAL IIIIIF'A T: NIA CRA PLAN, PRAM OR PROJ=: f leftal HIO wsy Caldor anew* fiad wlopm int Plrn $F:GOliMFMAI.TIO?afOFMNS: AWwo ttro ached Fist A=n*m* b to mwsd kwwdw Fu>i:p Agreamrnb fbr Phase I and p of Seaboum Can. W Vlrfan L ■rodo� E moudo nk Woo WIMM a. CONS W AOEMMiL MOMMY REPORIMMO rl W Apo& brie ftmwW F� b; Umi Cott - botb Bull MN&WVM WirdstA=Nd OUW dW liaaiheps UffiLd s Comraunily Iladawdropnrarrt AQancy Boynbn tleaeh, FL . _ - Ez- Auumt 13,2613 W. MedwaxiMned hewn hearirp "l" and aN 9'rY" hsvr aphrlone and acrrrrstlrrres them m no speodo dgt and vMtxVL When he hoard Md Mr. 8lrrm was %ouohW, hes toed b Iden to wham Mr. Bhwn wbouohad". He w not disspneeft. but M a Board msrnber lwy ars belt mind to ovu. what ihsy we betnp mW@obsd b do. He use the CRA or couneal ae an advisory opFNorr. He reepwftd what Mr. Kala add, but he Wo oamiNed what he sold and It was pemwA rspae A whether a Is ftM or wrap. He ocu.m.a sd In to flogs, he alb fdbw Mr. Sbrrottle mowvnwWdbm beoaw that Is what he diose pro%wbnaly and he amok his sttist uft Vim Ch* Fly/ nobad tw bwkm rra*bd Noted the parking er+aa with Unrs hsndioap spaoas and licit 1 ad if It -sets My end Shft Coda. Mr. Simon end its Chair rMponded it did. Mr. OmWb hr Whd wham d» oost would be If the Board vnbed b add addMioW henclilosp speoaa or rsdealpn the lot. Mr. Sharon reepondsd the eaalert sohAton le6 bs xuw the sloe of the two decttc vohlde spans ars $ta Mme ate* as to handicap spot, to n n the EV spate on the albs plan b the deet two qx tt on t w soviheeat omw of to k# and thane Is a aN wVkuwft ood b ndraw the plan and a Ooet tD ffaubMIL Chair Taylor did not want b alert over a+golb, and thought the project sh mW move lbrwwd. He was 1 m 111, wl h the thres roWMW hwmksp q aoes. Mr. lbawn■n moved to mi" the moomrrrandabon by the Pkrwft and Dsvebprnsnt Board. Mr. Casella and Vim Chair Hay esoorFIN d the ovwft . Chale Toy" cnrlbd the moft was to m)nct the Piamrinp and Devebpmenft reoorrrne olodon to add Mao spo L The motbn urwMnro * passed. 8. Pb*" for First Arnondmattb VkW Inwrtlive Funding Aprwnrerb. Phos 1 and N for Sesbourn Cove to Coned an Enw iii: Mlerbr mowed to approve lb cons& Vkw Chair Hay mumded the motlm that unenirnously pasaW. C. 4brts1dsratbn of Rsqusat by Hervey Oyer, III la aocp*s a Portlon of CRA Pnopery► boated In the NE Ole Ayre Block In the Heart of Boynton W. Brooks eWstrted fhls was a p "xt they won ww" an for same tyre. The block was platbd In an odd shape tack In the IML The Agency has been aoqukft lots In Ow area for abort seven yeas becam the land wn pWW wO a strange bfoak In the midde. Staff had noshed kWki s by Mr. Oyer, Ill, and Ms. Molydosh for pke tithe 10 IAYliZW EXAM AGUNM, a put& qpwY omsded pm om t taf liepw IGL Past M otbo pledu Sstlttti % @wobmBttr eaiie:ed tD as 4rAAwj wldt m boaiaees ad&M af'710 NESPWWd B%ON y. Hopton Bsm* Pkmhb 33431 Md GMJ82MAM GAUMM LI.C, a Pbft llmllad 1lml ft aoot mW. wig a ftub ss add im of 501 8syrbcm BaoMv@4 Sub M Tlsmm Flodda 33606 OnWomRer =Bwdv* ev1 to as the Mova4se5 M&m am*4 raw so& aro es MWw atfa Davelceper. Wim, ae poral ib *22W tb'G0000•P WaW male p giod% wbianddos new madwK 4uk, hwvadm and abarm - in to CRA arch" dr MA Las I i - I a Dheot h o■o n Pm�m doled Mw& 22.2004 mar the' sot hoodke Program"); and WEMIM ,. Sh Ap meet petaim m Direct b=mdn lbr the oerila pc&d aomea t st homd to as Seabooaee Cxwa Pbaao % Chy M No. NWSP 1&001, lom" too p mly iludmr deeeelbed m B ■A" rrldda tiro CAA boaadcieK and Wim, at do M#mb 13. 2012 ateatlop of doe CRA Booed, the CRA Hosed of Dbte t m ptseaieabw &=A Booed") by off. eIs. ieI aadm made the htiod Wisme fir SM of the mm kmm iooeetdvie paeaol�le v# the Direct Lecorttv�e Ptap�, efi�eot m eppoaval of a aoosptwtb�le Dhad lem" Prmft Apamot (fie., dt[e Apeu=* acrd WRIANAH, this Db of bmwmg r Pmft Apeemml is abt idmded to be a'Vorelopanaot !►g - dr wift tie mom ft afPlodda SCe nak Saadon 1b33s21; and WHH US. A its 3huh 13, 3D13 medba the CRA Hoard app wW tbiE Dhoet bmmdm PmftAgm==L BOWS UMM in aonddm dm of do mm --1 pamlaas, ooveamb and mpmmmu havin 000Wned and other pool and va'lt "oottai mAkc, dw no* orvrbbh is bwft a*wwl,dped, it is spsmd haeain betiram the psedm as fdbw lite a I 1 6 mcleah mre true and entreat of tiro there of no szom*im af*b Dkod v Pa nft Apeamaat and am ipoa<etod hsrda ft"Le As cued is tido Divot %osedvo Pmdigp Apromm3k tate I in forma slrau htMs t5e �Dowmp taetttdngso "A dO meaoa a ooaepmy or oogmdim that dw Dawelopar maintdm =y awowft ttwed m. Papa 1 of is "Agraeoof' moons this Dired Incmttve Am9ft Agromteat and all a dsO to and attiahme thav9% as say of tbo soma may hervaAw be ammded Brom time to time. 'Dow Vabae" mesas the asscesed value adtbe Project as detaraiaod by the Pa}m Beach County ProIwy Appnow pdar to eonsducdoa of tete impmvements and as reflected to >l dumit "B" smu bod berato. "CartlBcdion" mesas the aredond or process far the National Associodan of Home Build©n Raearah Cancer wbiah issues National atan 8uikliag Cordacation to all typo of teddamtW coostruchoo, now or maodolod umogfe-fami>,y banes, am or rcowddad zuklam(ly buildings, and roddootW Lod dowelopmmta mat meet the aribaia of ft KC 700.2009 Ndiand Green Balm Standard. "CW meaaa the C by of Boyotm Beach, Florida. "Cowasence or as shah tasaus relate to the cammnnowwA of cooaafl dw of the Pmjod as r+equW lwmndw, mases the iaaosnoo by the City of tie prrrait rzquhad for the e0aameacemo t of verUW owdrtit don ad the aommeaDemumt of took vardool omatruotion parapant to and in sccoadance wh i weak p=& Ik"dopat+' means owhavam Giordano, LM and supe anWm or tem hm of C90 f&=m Gardens, ILC that is pamtitied under db A=teaons4 ftcm sad albw the data of auah perunimed seafSnment or trend r. "Electric Vddde er ZV Charstas Statim" mama as claim rm xtgmgpoint, cha*g point and BYBB (131m uie Vehicle Supply Bgaiptnentj, that supplies dome snap► for the r+ecbsrgiag of electric vdWales ar ph* -In bybrid ekwWalwaline vehicles. "Geld Rating Notional Grass NoMag Obwdsrd" The National Aaoalaticm of Hamo Bm-Mc e (NAHB) Cineao Building Pies based upon Amerism National Standard Iasbitorbo appsvvod = 700- 2008 Ndia nd Green Huildft StandWL The Standard defines Sreea building fur siy¢a and malti5milp ivamea, =Wdential ommAelit pe41cow, sad sibs doviolopmozi pmjoeb while mill allowing for the flasibiHty nquired for feoand y`epptOFista beat Seam pmoioe■. To comply with do Shaduud, a Wilder or m modeler moat h oorporste a mnofmum t mAw of hatuta is the fdlowlog anew: lot and site davebpozumti. ooeaSy. water, and scaonrx e8icieacy; indoor cm*mmental Quality: ad borne owner education. Thu Gold Rating requires SSI Perfcnnwm FWnt inokoh-c of 100 "Additional Pofnb" under the prasnam. "Pledsed Projaet Iaaeen cat ReveaowW' mems the variable disbursement to the Dovejopw equal to 30% of the Project Inmmmrmt Rgnmo s. An ocample of bow the PIadged Prgjoct laaromatrt Revenues are calculated b Wbwm in Etdribtt "B". "hajeet" mesas dud certain lead developnoot pm4cd currently re0 r - to ae Seaboom Carve Pbasc I, City Pik No. NWSP 12-001, located an property f udw described on Z&Wbb " A" within the CRA boundshm "Projset Luarownt Pimm wows" seems the amount deposited is the ltadevolopm mi 'Dort Pond for the >lrede:v�elopoa� Arae pmron t to Fka'ida Statutes, Sudan 163.387, wbbch is andbatable to to PfCdwL 'ftperiy" roans the seal property dasaibed on >&lAft "A". Peso 2 of 13 `�i�0d0Yai0�aa1- 1 Area" aleana thow ares within do Hmits of t oMY which have been declared bli&W is a000sdonoe with the psovisiaaa of Florida adutea Ciapaer 163, Past M, "lSedeaa�sioptneat Trod Prim" manna the trust food esbblirbutwaat ed pto Section 163387, Flodda Ststvaes fbr ffie deposit of inosaemamw mveaeuea altdbntahle to the Red"Opme t Arai "'flits Pial' means the dao plan for the Project, a mpyofwhich is meow human as "E" appeuvad by Reroh3dae R09-176 on Jammy 4.2009. "ftstena AuW menu a rae+Ww of the National treed Baffling Standard ohoW&st from arra[ inspections and oardfloatim of dw unsto to am&= ooga®g aarpiimnm, binuw door lasting to cmd m readings sate in eomphaace with arfulual Mooting and dant bunter testing to ooa l m tmadWp are in dolowliffinve Wf% www taft. "SubstaastW CompW a" or "Oubalmrtlaiy CompiabP' mama the oompbtdon of 9D% of the PtagjeCt'a unit, ai evidenced by issuance of a oe fiffivae of oocupmW for such units, ' Ax COINCtee mantra the duly dleoted tax oulleator for Palm Beach County, Florida. 'Tac ReIr means da mal ptupwW ad valormm som mens tall mahmuned by the Ptoperty Appraiser fiar the ptupoae of the levy and ooa&odm of ad valorem taxes. "t We mama a single residentW dwoeitigg within the Pegjeat "Unit'IyW means a Type I (A), U A C. D) a M A C, D) designation based on the unft floor plan appruved in the Site Plan. ad em Tbis Agreem" be edfeo & m m the dab that lire haat party to sip Agreement Omvfn -Efbadve Dab'). JL Devaloper agimm to CooaI the mutts for the Phjaot as deaeribcd in &a Site Plan and to obtain the Ga Rating of the Natiooai On= Baa khg Standard as ad out de,t+ein, The Site Plm may be modlf W from time to time by Developer in eoom*mw with and pt to an Code of Ordimmm of the dpi► of Boptm Bomb, Movided, howem. mr, that the De eloper "not ban the d& %o rel the mamba of residential mit% reduce the a=V affiaiaecy of the units, eliminate the BV Cluft Statim or to malas any odw change which would subdaatlally reducc the tauble vebw of the Project vrMW the prior approval of the CRA.. '%bsasntially" a used in this Section means soy change that would require a mgjar Site Plm Modification from the City of'Boynton Bowl 4a COM&Ud Vesidorldt As provided in F.B. 287.132-133, by entafag into this Agrmameoa or pasiur n", my work in fund mace heroot Developer oerdfres that it, and its affitiaaes, oaontactms, sub-om*wtm or qp is who will pa fm hesnanda, have not bow pboed on the Ca m"caed Vendor hist maintained by ft Stats of Florida Department of Management S %imes within fidttyaitc (36) meths immediately preceding the Effective Date. A199ML 71m ?4cat has bum modeled to obaaia a (cold fag Rating under tw Nadmd Grew Dull Standard. As a Condition preceded to ib ==Ipt of any fimda parseant m this Agrxment, the Deveiepw and its swoesoes or aaigua, " ymvida eviddmoe that the Page 3 of 1S mots have teoedvai a Gold Sating under the Natlomal tureen Bnlidigg Stanched. The Devakgw shad dw provide thhd patty veriSc adore that the nails comp],► Wifh the stsmAuds for the Gold Rating pumumt to the NNIooal Orwem Building Standard Rtr the d usti n of Direct Imoe tkv Funding Agmemmt Impla■nwation of the Catificaiiom requaememb shall be as Maws: ..,, •1. _,q.� � ,—._, , X1.1 japm Bache ebaddard. Dovalopa has pnepae+sd a'Des ipWs Brunn" amached hav o as li'ahi6lt "L" oudmfng due neomary &u coca imw wilt the DCC -700 =ft system and peactices ragnhed reader the Nsdcmal Green Standard to receive a Gold gating. This wM mquim a level of bold far eadt section iooluudre of 100 "Additional Pbhnh" available under the program. Certif sdom 69 this atwndwrd is met wil be aocamipdished through the National Associated of Hoare Buiidsm Rsaomrce Cantor am overseer of the program rt do Developer's exile w. A" The Devaklm will pmvide aMmw of oertidoatim meeting the (fold Rating of the Na lcoal Gtmam Buildim Starrdmd iactudiag two % peadm for each mclu tg a prodovmU and final mmpecdm. A detailed cbeckU will be racked and all the ocmpanam i mod pracdm wM be Had to show iodividoal unit oampliaooe wi9r On Gold Rattng, The ahodd ab and reports "I be mbmhtbd to the CSty's Davabpmwmd Services Dapa:tment writhm ddeen (IS) days ofaam odion. aU Qg&W= AiMab and The Developer shall produce and distribute a building ocaWnat's mwnaal ideatl6* the groan attrnb Am of each unit and the Project. Thin manual mhali also unlade any mane irctww's in5oesration at product data for equipment, fmtneoa, wad 90100e11. 7hWOO the maeraal, ocoupawb Will be faaihWmd xhth rise paw building pnclioa inpfemmtod and the impact of ocaupants' activities on coo of ml —11 the building. The maual shall imhrde a narrativedetarii>rg dwo ingartrmmoe of oocmWxft a Bream budldiag, fndta tng a Hst of steam building athibatem imdnded in the buildiogg; the Smen bundling pwFmm oertHinde (copy of the Nwticaal Groom Budding Stated or somotamm soft, ed to u the 'NOBS") with measmea achieved and fire vvarraaftiy, opawdon, & n udatemmm inorvctions for all egadpmenk #bduaes, appHwaces, dt finishes am per raph mmb of Chapter 10 of tbtc Desipm Report of NODS. Tnh ft will abo be provided r Swding an eq� operatim +sad cached symbu m at the oast of the developer. LM Instslladan and ltiidnbsruosce of MWidc Vablde Qmmd a astfnem_ The Developer shall insure at the Project two 10ecbio vehicle Crag St diooa. Proof of bombllmeh m of the sv Swim shall be rabnnitted Io due CSWs Devalopm a t Dooartmrent upon coaWlation ofthe Project. Developer or ib asmignm shall be reWa miWe Air the electrical expense and rmabdmotaoe of the By charging gbdo oa ft vughout the team of this Awa meat. M The Develops:; its snoccsaorm and snips, agm that so Person, share on dro gr mads of rase, color, disability, wand orighk raHgion, alm familial atatuu, man, or aemawd oriedd be salijented to di�ition in the lease of any [kelt Fovided ibr in dais Age+ae maL Sho41d sash dbmhntnsd m owm, the C31A Will provide mdw to the Devolvpm of a breach of thio canditfam and then e6w, Devaioper has IS dop In danand webs ndw a to the claim of diaoamiudam Tho patties Will then normally ag w to an math mor and if dwy cannot agme. the sump nes of the Amaim Arbdttaticm Aeeocds*= will Savan. This atbfation is independent of my other mum being taken by other agoociom. Hovm rr, a fording by any other agency or court d wt such disoafmioadon has ocotmnd req► be colied upom by the CRA m conclusive proal of a bmmch of Oda ptavniam. ifDeveloper done not demand arbkmatkm within ddeam (M days, or H abittatim is coed amM and it is dotermlwd by the arbita kw that diaodzniasdon nonmed, go CRA shall haw due tight to tamriamI No AFa moat and Page 4 of 15 purine nay and all albar lawthl remedies. The oat of such atones- shalt be bo am by the nott-pra 2ffing party. Snob nonVevafiitrg party *ball be &*nch d by the ad t worc LI Pda to raoarvtag any annual Allotment of inoardive giant Amd*, Davrai W abs" ptnvide wrkta added e. at its sole cost .nd mise,, satisfiaotoey to the C3lA In Its sale dtaeretimi, of azdanod oomplisaoo in all ms 1 al respects by the Developer with all agreed tapas Gold Rating Nadend Graw Building standards sot kfflh ie lids A,gteemeut. On an annual bean, lite Developer w1Il perlbrnil a systems and# on tbirhr-two (r32) Units each year Eur the saw tma (10) yeah as wide= lost the Utts con tb aw to meet the bold Rating of the Natlmd Orem Mft Standard and anon toad the EV C2teegiag stations are in woddng cyder. Tho auditing process is basad om the sobad alp a#taclaed and sustained within MjMk cD". L1 TWx systems andit &all be comduded by an hAepsudent auditor. selected and paid f brby tboe Developer wilhthe approval of ft CRA. LU The esunataadans and opickm rcapired undo then section must be conducted in accordance with the ddinklon of systems widitm oortWnod ar 8a A= 2 oftbes Agrosment. LM 'The andidag Ropotts will be bwainitted to the CWs Development Servto*s Dapsrten*nt an as arcual basis far duration of the Agrewomt tndicaft the units' oomoisace with the Gold Rating of the Nad mal hemi Bnift Standard Bath anneal pelormaaoe audit mrst be submitted to d w CRA so late than the last day of April liar the preceding year. The CRA shall accept too aaadit or, should it mete the dela mdnsfion that there at defidai les witir tine xw t andlar doame bdan for the audit, shall so nodry the DevWopw in wrft& witbIn twenty (20) der o'ramild of Audit In do avant of aodfloadon of def3a andes by the CRA, distribution of ponding duds be suspended until meohfw ofthe dispute Mpxlwg aomp =cv. aM D ftnemew of D mwt mooed" Pragrsm Funds da coot upon (1) the CRA's s000ptenoo of a pmWb documented sod m*poeted audit Report by the CRA Board„ (2) Anal ttion of bot assessmemts within the CILA Dbhid by the Pdm Beach Cmmty Psopeugr Appoiser for the preceding yew, sad (3) dommmnts midendng payment by the dcvalopa of ad vabtam ince* for the p moeding year. Ad IMUM& Upw ten (10) badf days prior wx nonce and at say time duting nasal business hom and as ohm as the OM deema neoomy, dense shall be nada available by the Developer m the CRA for eaaminedon, all of its neoair ds with respect to all m,rtI commed by gds Section. Tho (SLA rwor ws Ihc Aj�bI to iegoft copies of auch records and/or to conduct as ingpwdon of the Developer's teoords reStrdloS perfimnanoo madmen d my time for any period wvwod by Ibis Section of the Asroemenk aA of *a CRA'* cat and expense Any dday in the production of doanaeats requested by the CRA shall toil the CRA'* time; fbr mvim of a rogtmet for distdbutlon of Honda. LI Nara -Cam . In my year in which the qV= relit -disdosos that Developer is in non�ltmoc in any material m* cd with gold Reding of tbo Nsticoal Oman HaildiaS 8taadard. the Davelaper may be deemed in de8sult and the CRA will be eud ed to lira remedies set f'ar& in Sanction 8 below. After the exhaustion of all opport;cam to om amileb1e to Nwtn ee as sat Earth fn Section 8, tban at the, option of the CRA, tole Daeot Incentive Funftg for the Developer may be reduoed sa follows: LU If atter do anneal audit de0e®ince that any of the units hm Men baiow the Gold Ref. and Developer bas had the oppa atft to Dura under Scotian 9 below, the CRA shall wit dmM the somal Flealged Poet iaoremme Revmaoo payment Pap 5of15 - Baoeedhtg the agreed upas agedretn ols of the Gold Ratlrtg of the Nadfonal Greed Bing O aadud in any given a A$M you abed not endue the Davalqpw to addhanei fan tug under this Agtoeaaot or to a caulk cr set-offa,pbst soW zo& cdm in fhod& due to fitfiiuro to meet t9te Gold Rathtg ofthe Nadand Owen BurlldicS Stendad betvauder. Tbo direct hweotivv fimclic provided far ander this Agreement Is granted to the Develaper few the puzpose of ofr ftw in pum tam DavoloWs ooet of mafntaiafng the anergy o ficiainq improwmeats end/arpsograms wilhia the Pocct. The CAA her+aby agr+oa to dhvd ft4 that h6 to pledge and assign to Davolopa fir a padod of to (10) consecutive years, a provided hmhh an anamal ameam wisfoh equals the Pledged Project bce+mrsrtt Revapme lea any amounI s deducted posoa , to the term& of Seddon S above drte to the Mum of the Dovdopa to oompiy with rho Gold Rdigg of the NUBS. a The ten (10) year tam for the teoedltt of inceatiw firnftg &hall oommenoe is the year that the fnriowfng cooditiom are met: A. The Project is RubabmtiaBy Com*t, B. The oomplabod kupaveaneate of fire Project have been placed on dw Tu Roll; tw The CRA has mooned Pr"ca kcremed Revenue fi m arch D. Sysbm Audit Bmpo t L rmefved and fe and aoeaptabic by the City and CRA; and & An annual report is made to the CAA Board by the Devvlopa of the dd u of the J. at the neon zeg dw[y sohe &ded meeting of the Board. lu Sr;bjad to the eonAftia n provided i ndv, the Pbdgpd Acoject >;x.renavart Re woes shall be dfsbmsed to the Devalopa upon (1) the CRA•& aoaeptaooe of a pr+ape iy documealed sad eapporbod audit Report, (7) f jW mtifiosdau of tax aam units wfthia rho CRA Dbtdot by the Pah:n Beach Ca i* Pmpmty► Aypti&irar far the wacediag year, and (3) &&matt e,ridracing paymea t by the DeNelopw of ad vada r m takes fix the pwoeding bear. Then Is no obliptiou by the CRA to disburse the Pledged PtvJed faareaaent Rgnmue during the can period or if the Developer is is daft& t of this AgmenmL if No Pbdw eJ Ptidad PMwt Int: owd >;LgM" The CRA wym and mpceaeats Od the Pledged Pmjaat bcnmW Ravo woo an not the subject of any prior pWp by tbro CRA and agaves that such rvrenues shall not be assigned, pledged, hypodwosted or a xmW by the CRA far the period covered by term ofthls Agceememt. M Any Pledged Project b=cnat Rovmw of site CRA pususat to this Agreement is wbatHnxb to the ptedga of the tax bon nx nt revenue glen to no= the CRA'& Tax lnavm l Raverme Boats p mart to RoaaMlon No. 04-04, adopted Deow9w 6, 2004, as -madded and soppiemamled. Page 6 of 15 swum %Uponcomgpkillon of tbm fmprnve u nts of the Ptojoot and prior to tha iaaoance of mach oee"lloa', of oompney by the afy. the DcvdoW" traria a Ruftiodw Cavmanf Apeemcmt mealing the ra Fkanamb outlined in this Apument, The RnWcthm Covaoand ablU bo appy vcd by the GRA wbioh abW not be tmreemuNy w16ho or ddgpad or vmxWonad. Such dowmtaaet, which dW be reoeh31, 1 absU contain ratfidive covenaab whiff dull include, at laud, the fbllowhhg tehmt: W Cartlficatlan Heetried % and Oechsoant,Dldaaaaal__C IgNII . Tlhe rembictive ouvanent s pwandng C4rdfim6 m shall include the lea kmk g: Al =11a dkoll be c=WW to addM do Green Buildbg 8daadard � no aatttdadoot "be adoptod prohibit or &* the abRity to adsiare or mduhia that Mandatd. Two EV Oki= " alto be p1mood an cite as radeobed m Zdft W 7" A ----I idaati4ft the green attrlbaw of auk unfit and ft Project mull be mah*dnod b Gudhmw building oocupwit with &a ■bean buRdug plactioa Wammied and do M p.d of ooay>mdm' aodividea an cotta of opmdkg the buikft 'ha d* wM Aso be Wo ided reBsh,di Sall "u0me t Wntion mad control sysiamg at tbo coat oitboDovdoper. 7,1.i The Beekwbw Cavmuft shaII brsmfnate at woh time as thio Agreement teaminatu putauatit to this Agreement, nwh ding but not limbedto seWm 4 and Section S. 72 bit= ARMUMMMU, G2MONUM Thio rathiotivo W',Vvmb poveming the Syd= Auditing ihali contain the hollowing: 2AI Can en amid buts, dw Devdoper win ppm a ap*m mdlt on two (32) Units ex& yew for the aeod ten (10) years as evldaace duct the Unit ooatiaas to mod the hold )hating of the Nadjond Grew Butldlog 0%ndatd and enahhtn 9W the EV C bwgb* dhd = am in wodcLug order. Thin auditing pr000at ie bated an the tchmkdo atiaobod and aof wifiu like t 9r 7.22 7be Developer sb&U beve the z*d to mama dw aadited unto to complete the Symms Audita deew%W ha vin for the du edon of dais Agry moat. IM Tho Daveloper @W provide the Syttsms Audit Repots to be Live DevoloFumW Senien Deparlownt on an annual batt, begiuming April 301h in tbo year in which fluaddng boom pursuant Soction 62 and no later slum April 301h of each ym finnofber for drachm of this Agmemeot bxU=dng The nails' oomplimm with The Gold Rasing of tlhe Naitonal On= Building standard. section EventuafDW[ank Rmodin =A LI 2lbM& Upon the oem arms a of any one or mare of the folkMbg ewhnts, all OblipCAA. tho of d p 8 L moomp CRA may at >t:' opthm ooffid= to mWm paymanb or Por i000 of paymads after the oomnWav of ace or nacre of such eawota without wdvhtg the right to eaeRoise Mob rnmedia and wit wW iawftimg Habft for fradber payh:aod. The CRA may at its aptIm terminsie Ob ASmemaoz and my and all finding mhler tl* Agreement upon ocootrma of any ona or mcee of tike f dkmb W Page 7 of 15 LM Amy rgXvwatdm by the Devdopw or its agaota or repmeenW a in or in a mection with this Agmemma or the Divot b mtive Prop m Apphaetion is fimewate or inoom ho or Mn in my snstedal respect. &U 71w vaaft ebb flr doW% ofthe Daveloper's business exoapt for s pemdUed aniptnreot or tnmhr of such oarpossr6e wAtty. LL3 no failm of the DevolWw to observe or pert x wW of lire terms, covenants, omditlaaosobUpdoes, or podd= of We AWeement in my material mWa t to be observed or perfumed by the Dualopw or mwh &hent eondnues for a period of tb* (30) days aiier writttm notice ilasafrom dw CRA to the D nvioper p+evided, howevec. dart if the mom of Devr ioWs de5radt Is such that mora dm th* (30) dys am fly mph The its out% thea Developer shad act be deemed ro be in default if Developer oommawed such uwc witbfn said 30-doy period and thecsatirr M** pmmues each me to oo oodom LM The Md&O by DavdgW of wW pnaral aasigamoat, err Bram] ornmpocut for the be nc6t. of acditm% LLA The ffft by or against Developer of a petition to have rho Developer Wjudged bwkupt at a petition for reorgsabWm or atmapm tt nada any law mkft to banlavptay unless, in the orae ad a petition Sled against the Developer, the om is dismiasod within sixty (6D) days; LU Appointment of a tttrstce or rooeiver to taim possession of subandelly all of Developer's assetk when possession is not restored to Dennsloper wftin duty (6M days; or LLI The Aftchmad e>aion or other judloial sdzm of anbatanwy all of Developer's assets whom such wimme is not disabarged within dit (30) days. LU M=Id floe Bile Plan or building peanut agke at may rima and within sixty (60) days and Developer docs not apply a hr a reoewd or Asian, tbaa this ABracumt shall ionniaaie smd be of no ii 6w force and ebot. LLI MwWd the Developer moth$► rho Sita Plan wWxmt approval ham rho City than this Adree®ect shall taminate sod be of as fbr&w force end P, f% . L2 Am nedWL Upon the coozTenoe of smy one or mare of the foregaing e%mts set Forth in Becdoo 6.1, CRA shall at its opdon, give notice in writing to the Developer to ours its Sihme of pw1br:nw= if sucb &ikm may be oared. Upon the &&= of Developer to aura within (90) days, CRA may exorcise any oma or mane of the 5oltosring temedtes: LU Terminale this Agn Dent upon not less thaw fiftew (15) do" native, by cettifwd lamer to the Developer st the address specified in Soctkm 9.5 of this Apocoeat, suck notice to taloa of l wham delivered to the Deveiopar. kw. LU Comma= a load adieu for tha judicial affm a ww Mks AVvenaaot. Withhold the dishwoment of my payment or any portion of a psymaut. LM Take any other tamedW sodom that may otherwise be swaftle under pr o s oaf is L In mW Judicial nation srisarg bcm this Agrocu ma the pmevaft party shall bo oub'W to am award of its rammblo amwnay's fees and web, at both the Mal and appoUft Inds, gain the nmVr*aflft parts+. Ad This Apreemem dell be gov mod by the lawn of the State of FJodds Vaatte of any and all kgd modons msising Ihm this Ageaemmt dmR be in Palm Beach CamAy, Pladde. No n mefyhereI oaof0 and upon mWpwW is intended to be moobaaire of any other rmmay, and mch and enemy loch nems ly shall be cumnledw and shad be In addition to every other Sino hereunder or now or hareaR exW ft at law or In equity or by statute w othmwise. No singdo or pssbal emr4s m by my petY of my egbi, p mer, or mnW hereunder, ftU p wbxk aq 'othw or Mather e xamin tmecf. U Objetfthmam No faih= by eitbar"to iadd upon dddperth=nm of ciy oovmad, mtt� tem or cordkien of this Ageeemmat or to ertcr+cts0 my rj* or &==9 ax%MMIs to such pats► b3 mason of do odu r psWa Dedmk and no payment or eooepterroa of Bell or pallial payments of amounts due ander this Agneman t dwrlog the aaatimusrtce (or win CIRA's lmowledp of to nom mos) of nay De fisult or Brent of Dc u k sbell condbac a waiver of may such Dd M* or BvaW of D &2 or ofmah oovemant, agmoemeat, tu3n, or condition or ofmay other oowmtsat, agreement; b m, or oaoMm No waiver of army Ddkolt dmIl alinot or allot this Ag:oemed, but mh and ovary oovmmn% sgm®mt, tem and eon I'd of this Agmamad theg aaafto in hII foram and eft with respect to any corer then axistirrg or mb mpmot Dabilt: Payment by edtiser peaty of any armor -I due ander this ASmmxo sit U be vnVu ut pndudiae to and shall not constitute a wafumr of=W rigbh aping the od r paw pmvided for under this AF=an w or at law or fn @qWW One pasVe comp mea with any ragned or demmid made by the adu r party shall not be doomed a waiver of such other pmtl, s right to eaebed the validity of such request or dmnmd. All the terms, prmislons, sed of this AVwmad ad the restrtotive oowtnsmts shall lmmD to flea bmm& of and be saf' emblo by do parties hereto and their mum tiva moommm and assign. The Agm emout shad! not be oongruad more stdcdy eouasei br� mo of the parties, itaboWS rnWdnd that both pities have ocm:ft ba@W s anoffier mmly by VhUm of the hot 69 it may have been pipmed d materially to the p gmmdm of the Agremmad and the mat kdve covenants. &A Ram" Under Bfi— canter UALmshimmOndes. Item order for naked is entered or if may stay of proccod'm8 or other aotbeoasmve W%o ive mph* Devoloper ar in may panceedigg which is comamcnood by cr against DovdoQar ander The prunseat or any future iftd bsakroptcy code or in a pmooeodlag which is oasommocad by or Maim Darvbprr, seeking a morg "m artaagema K , r=4=Anmmt, Ikodds6m, dismaludco, or similar =Hof ander any ad= promos or famre applicable fader state or other bankmwtoy or bwAvemoy state'- or law, CRA ahall be entified to lnvolae any and all r4oft and s=odiesa w afLble to it under such bmalaWtoy or mwivency code, stable or Iaww orchis Agreem M. #7 TombxdaL Tlm obligdioms of Devdoper and CRA "ll taeminste upon the earlier of (i) aaWhation cf the Pur Nd Iaammerd Rmomms payments to Dovolopa as provided in Sloobion G above a a result of ft expb*ian of the agreed upon payment period&, ar (a) Mum by the Davalopar to oeanplm the Pug cd by !rime 1, 2013, unless extended, as pm MAnd tbaaoiu. M CRA'a Mabtee.ue. ai B.ee»ds and Vaad Aeeo mutt ftwUlL Commencing with the Bitch+ Date, do CRA shall nakdain and.dmioisbor separate $ntaaiml moards which ref st tams of this Agreaamnt, Such ieoorde shall obwly docammt for the bemm t of the Page 9 of 15 C,btA and the Daveloper, the Baca Yau zmaont and the em al revenue oolleaW by ttte CRA atubutabb to tho Fk4aot and the annual ammmts owing and paid under this Ag<+e MMM M 1be CRA and DavWMW Wah buds Aseif nod ift parmeM sueoessors, omoeamM afthddmim ad ndpa to the other paM o od to the pntneas, soocessm, exembusi a hoWstratiors and saslgns of ooh of w party, In r qwa to all eowmeats of avis Agreement. Prior to Subdudd CompWm of iho h4eck this Agreement may not be anipoed by ft Develapor wldicid the prior wniieu eoasend of the CRA. Aft Substantial Coupiedon ttcls Agmemem =W be trmasiirred by go Demdoper, provided, Iowa=. blurt hay asaigmoe therabo shall apUMMIly assume all of Ow obl pdms of do Dwelopor order des Agmem it NoWas havin dmfl be ouostraod as creating my persamel llabiilty on tore part of any oi5oar c r spo of ttaa CRA, mor AM it be oonkrued ss g{viag say rights or beoefhts barender to m *vsse odra thus the MA and ttte Developer. In &a afoot the tato CMA detardruos that rho De"foper is fn mistw of thin pmampit, the CRA abalt ha" the H& to teaooiaate this Agr+aemem and to seek rspaym m of the Am& paid by the CRA to die Devabper. Natwithatandieg my&h g to rite contrury aautsmod in rifts sootier, prior to the ism" of fhe Cerdfici to of Ooouparsey, Dunloper may nip dais Agtamw t to in ai5tide of Devabpar wNh ft comaemt of CRA, such e 1 - I mot to be ably wh bald. Sw* essigumma shall not rslievis ttLe Draioper of say of he obSpboins or duties as set forth havin. Aber the iss a of Bre Card este of Occupancy, Devdopw maty ass* On Agreement to an affiliate of Developer witbM the consent of but wA at Imst LO days aortae to CRA. M No Brsfs, CRA and Developer awh rzp meemb to the other fiat h has not dealt with arty broker, fiaft or Hine atity in 000meWnn with fids Agrv®mt or the tanned at contmplated hereby, and each pair lira l indemnify the other age say cdafm he kobe:W commissions, rises, or other ocmpeoai ado by say peso, alleging to Lave noted for or deep with the i=W mdfyft pasty in conwWon with this Aar+eame d or the her ons contemphdod hetebl $A Tbo Developer agceea to mateat, dread,, rdm1 se, Wane* and mold to CBA, its agents, employees and deceed officers sad sack of d wo, deo and hsrmlesa at all Sun 8vm tad qp= any and all daims, IWbMty, expenses, losses, eosot, !turf and cismape. inckuft dtoasWx fires, sad causes of my kind and character (mmetium colbodwly "LisblliVgpinst and from rima CRA which arise ad oftble Agraeoent„ exeept to the and that Imp of the Liability modb lino ibe negligeme or willful mismaded of the CRA. The Developer recagom the broad nature of tads iodaanifieetim end hold harmless obtuse, and volnatadly malm tics oovensat and atprasly sakwwledges the modpt of good sad vahubie consideration provided by as CRA in nggw of tbir also se in aecordi me wJ& the lam of the Stats of Maids. This porapaph &A siuvlva the tumiaeiivn of rho AVcm mt. Y S Nodow aq¢ otbw CownwAcadmu. Wheoavar it is provided ham duet notice, domrad, request. contact, approval or other comnwmieadan sbsll or may be given to, or served upon, ebhar of the penia by the other (cc any n=grtixod m lgagoo), or whomw either of the paties desires to give or sent upon the other say nock% denmd, request, cooaeoi, approval or odttoc oemmadcatlan with naps t hereto, or to the Pzsyeck each sooh nodoe, demsmd, request, consent, approval or other aommatmicatim (referred to in bale Section 9.5 as a'Nodoe") shall be in wridag (whether or not so Indicated dso+ov mm in this Agreement) and shall be cffiocdve for any propose only if Sheat or served by (J) oerdBW or rogiMeaed United States Mail, Postage pnpaid, ndum reculpt rtequeded, (ii) personal dsh wry with a signed ntu ipt or (iii) a reoognievd mti,omal courier savior, addressed as Mow Ntao Devdepar: Gdhjraas Gar+dses, LLC 6M Buys1kn a Baub►nrd, Suite 630 1lasape, YtlerYe 33606 Page 10 of is Vie, CRA: Boynb a Nash Comanaefty Brdav I t ARpnq 710 N. FWarwa N way Batstboa lfaida 9.1455 VA& a can In: J� Cbarof Gwen, Chmr4 Dabdf A Zud 5099 least Commovdsl Hwdw&4 Sdte 200 Float LmWkdg% FL 9330* Talk 954-771-0= tau 154-7714933 3AL Any Notice nmq► be Stm in a manner provided in this Aon either pa tf's behalf by ib atkowp dem1pu ed by suds pIzW by Nodes hummder. LU Bvwry Notice alae be , M p1h u on the dabs mtnaliy aeoeivod, 4s Abad on the rnosipt fhe aft*, or on the doe ddhuy thereof b mfined by oto b hmdad mc4AmL Rd r of tba 11asuea. Tw p udm aalmowled5e that time is of the cumoo is the pearfonmanoe of the pt+ovbicos in tbb AV= fad. 22• &=lfil" Tote CRA and Developer apw that this AVacmad sees fbr& tha entbre a0romsmt betwam lite parties and tb t gm are no proms m or undo mtndhW other thin thea* twad >twc& None of the pmvidcns, tams sod eondidioos coubd led in We AVemad may be added to. mods 4 vgmcde4 or ot>tmvim aliened, weept by wnttm iostriamnt eumsed by the parties h mato. PI jdM& Bach i&br'bdt ,-fmwcrl to in ibis Aeras aent forma an essential pact of aide Agrmrmtd. Any RddM not phytimWy attaabed shalf be t m dod as pmt of this Agrumxnt mrd are imoosporaiad berdn by, c w cm ll 9 ay p mw don of thin Agreement or flier d to any prsaen or situ bm att4 to my wdmt, be bold brvaW or uaaof wuasble, the mmd Ww of this Armed, and the spplioadon of omb prvvlsiona to I peaoaa or sitswtioms other On chore as to vA&h k *half bm been Lata invalid or unantmemble abali not be nffitcbed dim by. and shall canduue is full five* and cahoot, and be a ilsl to the est e�mt I ... o I by haw. $H Prkd& of IshamrsbAbm In the riot of oy couflict between to tum and oardidoms of this Agrooment and &a Direst hmeative Pm*xm, the t®vs and ovm&tioms of this Agm meat *ball pmvail. LU ID19MM Hesd'hW basin see fan caorrveniemm of reireooe only snad dbafl not be consWbmd to any itm I offt AVvem nt. MI Inswume,h All parties hm*o uW=tmd and a9m that tiro CRA does not intend to pumbase property mm nna in connection with thus ProjeoL M i 'r Bmh hey bamby and vvanu b tm the odd thu oaab parson etuoading baa AStamod on bebahf of the CRA and the Dvvghopor (aria ant ria zm=dWve awwky) as appHcWd% ba. !W2 tit and lamfltl amity to *:rent* this Agneetmem and to bind and pap 11 of is oblipde the psatky for wham or an whose badaalf be or dee is aiding with rapxt to al] panvidom oamWued in this Agmement. SWUM MEMNIM 1LJ This Agr+eanud may be reoodod fn the Public Roc a& of Palm Head► Coady, Flaeida. JU Any obHpdm so created by Ihis the recoodinS of Hn and tubo diiaate to �moatHtga applicable to etch ixapeat7 Notwiftwaft the fbteaok& nod I hwdu contibod :hail be ocn*ucd as sateadog an d)Ag atiam heroundsr upon my mortteaee or ha]der of ober own* iatr'teat bola& deed of twat prim to add Mmtpgm or holder eogWft We by floaeoloarc or odavioL wmAmmdabLUbedoomWtobearWinbwofor a duty toy, die gem paMW or =W taaant oompftA kwitc, t4ugwx cc pcA or otatity ofwW offier ai m or cl odfizatim for my una m nae or Purpose wbatsaever. whetter pd& or private; A beans the inaeo2on of the pod a hemto that nothing in this A rsemeot, expressed or implied, shall P, c I upas any Poste at entity my saoh dght or dory. S*hb gaamted tea, at duty in favor third patty beats amy we nrd&w i otwdod car granted. IM CRA Specifically Stub to Developer fire Asst to olbkm a moat Ap for the dar'alopmeog. coactnaction and owns aiaip of t3ae >wqect. CRA mdmAwds, wJmmbx%= sad agues the fids AS 1, inclarding but cot limited to the ReerictWe Covenant Agaeamaat costomp1dod by Section 7, and each and ovary other obb adoa. team mad condition of this Apeemect is mtbasRiiztrte to stash is -a, fb modificatim and smuzwwxwbt ch aaaasat or svpdacaat n* and for aR pmpom, ouch , m tgsae shall be, and heated is, ptor in diglrt and time to tads Agrecosmf. CBA. Arab, if realoeated, exeaate such additional doaa>: eeft in mcoadsble Scam as snoy be nocommy or cony a ent to evidum tots aand RUMBIL T@W W zAdisi. nWnadim. LU R the Prgjeet shall be dunsod by fan, the &laments, unavoidable aocidemt or other eamalty, so that aoeapliaene in my matedd teapeoh by the Devr>lopar with tie aaroed upon geld rating nadaW smaan b dMfng stn Auk acs set fort: In We Agrecuumt is inQpou bie, hdmr ptcd ar R -ml bel. or if ata a result of each dam se by ft the elemeou, umavoi&ble accident or ocher csanky, the oftsdoM town card coWWomm of this Agaemsent osim be owdod out by Ow Dendoper, ffie Agrement abO nosedheless rename is full force and effect so kmg u fire Duvnlaper cammeam witbin thirty (30) dna d idea ava n rc Wmdos amd rapaira uad diligeo* p®saaos such repair and/or restoration until completion. A is understood, acimovvlsdged amd agreed that fn the cir of damage tat cuacid tare n zzod and =d many fa umooe deductatble of &a Developer that Davalvper must apps► for and then r>soeivo ins== psaoeeds iia cedar Ic eommmm restarrttlom and repair. So log av to Developer tianaly anUm for mrd is do pedyr pttrming the teoetpt of much iaasaamae prooeeda, Developer shall Barre oomlbi[ed wth dee pmoedirtg requiramas pavvided mach rgWm cad mauraaretian era ao VbOd widdn abs (6} anoatha of the dares of dee event. In the e a d of a mtwd d ws m Aot of Qod or simflax rgjor aatmrtaophe the panties arknaaledg% naderdwid ad a m the pertbtmmoe as to repair or restoration may not be possible within the time fdsmses abW above and the Developer absll be given mch time as to reasasable tb commence rupsha and n sh adon and to ooat>plvbo same. During telae period Haat the Psgiaot b rhea sepoked and sestosod, the C RA shatfl have aro etbbligatiaaa to didm= PloW Pt m t hmommt Revaasuaas. Pap 12 of 15 JU 7% Seta 11 shall be psnmount to A other mmisto= of ah Agcrommik inobiding bot not limited to Soad= 4 and $adios S. WMATMU ON FOIZOWlQ1TG PAGEM Pegs 13 of 15 IN NUN= OF 7M ii nyM INC, am pvtm haws ad &* hm& amd reale do dry and year Dart AO wrltleo` t UMM44 LLC a Plod& Embed tib► oa®ae� Ptbtriw �e �� � .' til •• ►:'• ' BEFORBMAIA 1a111D admfairbec Oetba PAYvs NMI IaG� L'Y nr or fIUI'iSEA)d QAC LM and admowlad�ed �mder oath that belie hr am d the ihtggoig Ajtremeot d tb ptapaa odd of GUXMXMM GAIMM LLC, the on and Papua aee■tiooed bersk and dW the W&mod 1, the ad and deed of t3[JiI+B'iSBW QAB170 I, LLC. il*Vw hm pmdooed ar ldomd&m*mL iN Wrnmm OF UM FORBGMG. I hm eet my had and odd rad d is to Stade and Com ft aftnodd m d& of 2012 >!�y Ooe�iwde® Notaq►FddW NO o[Flonda d MORNMRajc XMMCWPWRM . 4e�e1��Ilaeh �aanewo�e [itSb[ATliDFi OF PAS IN rMWAILY LIFT KANQ [QTY MOMUTEME ON FOLLOVMG PARS) Pape 14 d 15 F,YY.ti 4:1f; 3;oCC:), ITI i' rfa: f) .1.71floo 'J.ii Irl I� l;d" f ' SS: W Cn=bAlm Blpfr= R t ii Pwft No "y it Lepr �drrrrc twrrt+�tr•tw��� � Pytt is of is fthlbdt "A" ALLOP GULFSYREAM GARDENS, ACMNDW 107HE P ATNF AS M=MLN iN NAT BOOK LO?+ PMES 175 AND IM IN THE PUBLIC RAS OF PALM BCAI:" C UVm, RoxC* IVD LAWS LYM IN TETE CM OF IMM UACK PALM BEACH COUNTI►, OOfiITAMI M SMAJD 5 9WW FIST (18.461 AoCRESL MORE OR LBB Exhlbb W Phase I ESTIMATED PLEDGED PROJECT INCREM3M REVENUE CALCUTAATION W IRICMET aloe aftbe Pnj"picw to RadET! eW (R"E VWAR) 8011 Ftp 064346-04-M401-00108 09 4'f-46 M7-001-00�D _ ...._._ — 8 $ 450,Owf 11515.0m PCN 01-434644-37401-0030 s 135,WD PCN 0"4&M7 -M S 1,020,000 TOTAL II 3 0 YaiwadfheProjeotOWRaevd t 308tmits $85'makh) $ 26,180,000 585,000 bandon In Yaaatum ammad vrt w Projad bkft*n oat S TIFBaem�o= (4S4fi ad � 1a�omt X {G�t )dill +County Mil Citl milla at Rdo 0.0071941 City TIF 000020im- 95% of Pr jed %caaoeaat X C.Itv S 157,601 C4MMIY MWAfC Rift* o.0047915 Canhft m w 93% orpro6ed Taoe+eaae d X coumy mul4m 104,749 *Yj"v 3Wa aaee aaet aemdl b the E& aood Cuu5L as pw a>ft3adr>r� ive budgvt rvoes:aea. Anawl 77F Reweea mated by Prqod $ 262,349 boasdve Awwd = Awandlholor X MF ilr wo a mtsod by "ad mW 14aa w s09i Tata] Bodmdod PWgcd Pra ed ifuarooaoat Rovmw to DcvdL (A=ueU 3 131,175 Total Rmmming wllh CRA Yeee aad'P Benue $ $ 131,175 10 Aarti=dod TOW P1 Ptgod Inaa:eend Revam Over Team $ 1,311,747 NNYM: The dsrrabyer hmagivo sruard oaculadm aro bawd au Cly smd CouW s &kr nm dao am 64*Wmd andl r smd wed by Sgmm* r 30 wank ym. • I L't�.L.I�►i'� �ul.�s�".'l � �=..L. �. _ T�:_.C'..�5. •_- �Y•, . � L — -- — � , �OL L. L1ZI V.S1:'. .......... *.., �JMMMMIL 77 A 1.1. I ti L 1-:- IL .......... *.., �JMMMMIL 77 A 1.1. I ti L 1-:- veaquTm MAIM -NMI"" rte � rw� w�..�rr.►u. �ww•�•,�w,Fr. wc=3w- - - trD�r �oir� -w���� r�taMt twwMp � � rr.�e � � rts■ - _� .�i -- R Al .o.. • _ �_..�, •'L' L��.L:1_i...y_.�-1L---..rL�.l.�...__si►-.�1.�1�._..Lu.t�-. �.J ..:_._,t rte— —i ..� a rrx�car hw�a►tr .1NN�gtK i•IaM•Mr ,t� t � r ��UI•��1R�i'�rr Mr�ir �""�M��wrrlrr i i I—mm- errrr�.w�• res. trf.r..r�.r.r r.w.++r.rerr nrs •�• ru 4 • �r�1�w.�rlrr r Iris A m Ir Z I TI 11 F . T— T— =7 mow, -1 Agir w T T- 17=7=_ _n - 'IT- 7._. -7 - r - --W MCJMW low ;Mtom: vmm~, a■ Wpotl .IKf1011At /Uiw QilMlhry iL snrrr��r•+�rr - -- - - �.r.r � 09-1 7- UMF-= OWN ars■ z __ _ _ ._ -. � T__ _:moo 0 �Ol 17 ps� own a i L , c I r--; _i 1, - "-, r, w I-, 0 �Ol 17 ps� own a i L , c I r--; _i 1, - "-, r, v� nc�►no.r 1�riysr • ���waaw .dmbe SOAMMR VONOMnw woe •w�trprrt�wtl�#air�rryrr� IIIlgIPI 11 Jill 11AN 1�1 PIIPIIIIpfl1!IIIIg1141P1T. 111h11W�Y�l1I�i�Yp11Y1�11i�11i111i111iY111111iYt111�iG1 III III 111'1I1C111111 111'111 III"IIF Ile WHEN,111' 1'11 III 111'111'111 111 III.IIICIII 111 III 111 111'I�I ri m m imin m,m mam m w m;m:iia i tmem m m m m m in,m m mamma •mom m mhn m m m�m�m m m m�: ICIN�III:III�IIC � �I III�III III II�III III III 1111 IN mmmmmm�mmmmmm•um� i^:m m mc1x.m mm�nrina ^mmmm:mmnCammmmmm:3 'crn:mrn�nn.uamitnamrn:nu:irmiaia 11111111111111111111111111111111111111111111111111111�. HIM ICll1 IllI:III:IIICIIICIIPIIIC1111 lll'1IR11CI0C1i1:1111112,11"11�1� IIINIIIICIII:IICII1111114MI IICIICII3' II: IICIII:IIRIII:111:III:IICIIIloll ICIICI11:111511171 II:III:III:IIICIIL'111111:III:IIPIIPIIL'IIIL'1I1:111:111�IC1 C1117111:IIL'111:111111:II1:11C111711CI11CIII:II1:111CICl '11171117111t1117111111711C111.111�11171111:III:IIC111:111'I 1117111�III7111:1111117111CIII.IIICIICIIII:III:IIL'111�111171 IIIIIIIIIIIIIIIIIII:11111111111111111111:11111111111111111:1 11 11 1111 11 1111 r 11 IIII'll'llll 11 II II IICIIII.11'llll IIIIII'11111N111 '111111111"1111117�111111111.'llllll 11 111 IU pill pillp NOW 1 1 lie 111 2311 111600allI 2311,8111:111'111 1 III 111 111 111"1 'll 111111 III 111 F 11 III III 111:1111 illlilllilllll1711'iililll�llCllliIIC11Clllilllilll�lllll 111 III.111'111 III " .111:111"111"111 111 111911 111.111111 11111 111.111111 III.111111 111 IIIC'lll III 111 111'111 1 Ipillpi mill 1 :::11:11 111 111 111 1:11 111 111 111'1111 111 II14211CM1III 11 'I IIPIII'lll llMIMIC 111 :11 I UPI lilt, 111 111 111:111 111 ' 111'111 111 111 III.CIII IIPIII'llllll i1noll n111p11�11!g1111111111���1�AI1�111y:11 loll loll 111111 1111111 }Illglllll �III�III�III�III�III����Ill�lu�l���l�l I'I�I�I�III�III�IIIIIE �i ` 1i rill WWI PJCM3 all Fvcl� ASSIGNMENT AND A88I]MiP'P ON OF DIR1cC1' INCENTIVE FDMMa AGRZCMWgT This Assi pment And Ansa Pdw Arm= b Made agentive as of the IM ay of December, 2012, botwoan GiULFSTRNMI G1AMEM ILCy a Florida limited tiWiULy Y ("A*04PO") and SART BEAMURN COVE, LLC. a Delaware limited liability O=Wy (" Aasf Sues" } I. itMMALB. QdMew Owdom LLC ("Aadpon WMaSm wtaeod into a Direst lmam w Fwft Anima t (ie M7Aw) with Boytoa 8amb CodmnwIty► Red" ABY Wftb MOPM t0 to Pte' dooml ed an BxM "A" Lento ad Bdit "A" to rho DTPA. Aaeigaor bas sgreod to sell the property doudbad ca ffirhibit "A' to HART SIdMURN COVE, LLC r`AssiB n*l acrd is trausfa ft its hmacesa In the DWA. Praswnt to Section 9.2 of the DWA. Assignor ad Aodpoo haw iabo this AssWmm t and Aftwuptim 2. ASEGMfMT. For and In cm=W cWm of ft sum of Tac cad Nall 00 DO= ($10.00), In hand paid, and othtr Good and vahm6is cmud daratlean, the reo opt and adegonoy of v bkh arc hMW Wbww edged. AWpw Mroby od* ftwW c% c nes^ aargan and cad ova Ass pa all of Its right tilde and home In the DIFA. Aasipor rip- sagpl, wurteue ad eoveaeata whh Asolow that A the rima of ddlvary of this AWgumout And A=mVdw Ag winiont, the DIFA is free Dom all woes made by Aulpor. and that AnIpw will waamt wd dabod the ease agsinat the claims and domande of all pmwm claiming by, ftrongh or under Awknor, but agahrst woe other. fcoept for this %=W warranty of title, tiro DWA is ■adped "as le wmd AWpor makes no otbw rrritarnty wtt6,rospeot *woW Assigner agrees to fir, pvtwL d hW sad hold Amdpas harmlaas 8+am and opmat all flabllides, cW4Pdww, KdO ww, mdts, psoow&V or atdma, od AU dosis ad eospemsas (including, wkbm t 1!mltk*m ieruoi able attoMefs' hN and costs) lnanzad in ccs with the DEFA oo wft or adaged to have owumod on or p dm to the date hwW. 3. ACCLIPTAN M AND ASSUIVII''['tON. Assigns hweby acocpta the fampiag assigismcat of the DIFA as of 1bo d dee low c, and ws of sash date hereby asearnes tho pwhnDaaoa of afl the te®a, owenents and condidow of fire DIFA wilh mspeet to the podad Sam and niter tba date hereof. Asdgmee eSma to im ilou ij►, ptnteet, dsfmd cad hoM A Wpor i owed w dacrd expenses Caw uftsM AU .bwitbbmt limit iraeeonabi ate, mom a , anal all ttoaneys' t,os aoKi cast:) incurred in eomaoodw with then DIFA owwiag or alleged to Lave occurnd sitar the date hereof. B.XECUMD d&Wve as of the 1SP doy ofDeccordw. 2012. ldpatmw appear on Dilawing Pawl 0411-OVAMP Y 1aV SPY MVWVK W%Vuld WIA X"8 -*%L 455 ,d mwu MMN m4nd MJMI m -,,.m *wi ppp mmv4wzY + mqm :ft mgaioo , 9oomm tg 41 `am 'do ORPIaH men m vwmmv 00*OH ,AH ioqmm a 4pww SOI GI lIgn loom GPM m TIDY WMWA : its Awduroo 4mgf pggq 4 IoQ "JTY `AOC) mano"n axvH nrnwn7 v �Odi9I�IY GARDXI% LLC. a Flod& McdW Rabft 000qmW ABBIGMI BART MUDOUM COV& LLC, a Dd� HmW Hdft GOMPOY By: Odft= Amin lmd SOO HoUbs LP, faftempAwmam"ftmeatier Or Bob== AmodaRW BMW BbWb*GP. 114 ib Pa" P"W By. Hdhxu AMUM RIO Mob MT LEC, fts moseft ara - By MAmwm heel Bdeft Muik UP, homaulft -1 , -F By: Bdb=ApwiwVAdBdMbTMKLIAb SUKAPMW Titley 9eoYieVimPmW-ni 349MMAWPMSAmdA=wfftadWA*J)Aw &&bit "A" Ali of the plat of OLTLPBTRBAM QARDEM ma ding to the plat t xmdm rwa dod in Plat Boom 107, Pum 175 and 175, of ft Public Rata& of Palm Beach C mnrl►, Mmti& Oulbtm m CWml0nsMvabwm Cava Fhaea I This b a i* smembmg omabnfkw "Pint Amon6mon,ata+md foto as of the L3 day of 201 6, by gad bdwam: BOYNTTON BLACZ AGIKM, a pablio agency amrad purmant to Cbq tw 163, Pat III offt FWft rip , Ours oglar rdWnd to a "M"I wM a WsEo m ddrass of 710 North Fadwd HWmray, 8oyn tm Bee* Florida 33435, And HART SEABOUBN COI% LLC, a Da=w=n 1bmilad >; MKY oampu r, wpb a boom=== UkhM 0/0 Bedtmm Ctpital Mrmagamaat ILC,191 NmdL Wa=ter Ddve, 251h Floor, Chimgp, IL 6W (hardnnftw rederrd I too w "Beaboma Caw"). RZMALB: W MW,L4 . Gubbbaam Owdeaa, LLC (t w 93VVelopmn amd CRA iddally aegodated a Dieted inoeotive F=Wbg Agrmma d 09 IAW D1FA') Lar Bmbmm Caw ApmftmM Phaco I and Pbme U, but tbwm*iw aymd m wpsntr do Iaitird WA6 Ida it @Wmn to DIFA Par aaoh Please, and flearadw ae mftd aeI p 11 a I&A's an Angad 14, 2DI2; tad WHMISAB, the separate DWA's m Waboly Seilad to split de Iz;itial DWA mgQiramaazx for two (Z) BV clmq tog struma into am (1) fi0r NA rbw. and WHMIK f, Seaborne Cour baa now a v*W title to Sabmm Cavo Apartmwb Phase I sad Saab== Caw AparWmcb Phase $ and %IUMEAB, the part[= wide to armmd titch DTPA to oam of woh ww. NOW, 1' RT., in oaatidaratioa Of the matrtal promises„ atrva nnW and *Vmnmb book wddmed and other good sod valuaWs oaoddend m, the moelpt of whtdt 4 hsoebyaataowiedged, it it gpaed herdn bdwaeat o padies a tdkm&* fingdolj, Jkdb& The ibrepbg maitsh are tm and oocroct at the time of the eawadw oMbFirat Ammaand aro inompordod harem. Alto" dl. Sadion 73.1 of the DIFA is smanW to mqure arty am (1) EV cbm*g swoo finft No Odw AmaerdM db Bumg as sat fx& above the llgra uacd shall nw am umaodlried and in fou force and afot. » vnTm s ov TS$ ItOHi+O0iIIr1G, the parties have sat Sdr bands and rials the day sad year AM above wdow WMATMER ON FOLLOWING PAtZB] Piga 1 of 3 VAMNB M BART WABOUNK COVE, LLC, a Delawm HmSed Hdit ==Paw Damm Ammioe, Rml Bye Ham, L P, PM N► - 5n%L �ibn is eernc era memUor n Br Bmwmtm AmWwPAslBw&Hdftg�eeewl paetmmm �. LLC, Ps3acrlemec s Dr MMmw Am da Reel Halm JW LLjC, Br: NAmm Azad= Beef M" TIt, LY, & =miff Bir Hmb mm Ameim Rml HddD MmvL v0% A- 1pa Pft STA'1B OP'i//t&V.0 ) COUaw�oi�—� BEFORE 1E, an o� duly mired by law b aafe and tdo � 4 �. .� "r /ff aimlt- of BdtmW A=daa RCW Besse TMK LLC, dM paWd partner of Haltmw America RW Bate Twmt, L.P., the nmo wgb* member of Hatt= Ami RW a RET LLC, 9w maaamember of Haltmm A:a mim heel 8deie How tom, LLC, ffio Emma] pert w of Has= Amadoa Real Batate Holdall, LP, to nmrshp amm bw of HAlt r SSABouiN GOv$ LLC. aad nclenn— t o lBed wAw aadz that 1vAdho hmwovv bed the &nWing Apowaeat m So popet offleial ofHART SHABO[HN COV$ =forgo was and pmpa a mad Toned hwdo and to tie idhameed is do aat eod deed of HART MRADMMN tOv$ '114 IIdebe is to me or 1u pmdwoed ,fid/N IN warms: CP , l bm Nit a4 had SWWSdd Nal d to ttw Siam end o Cdvdkwnddaatlir /3ddq►af L old. wcommiwlm /1-r by Page a of 3 �1pi�otQ STATB OF FIAMMA Ss: DOUM Y OF PAIMBMAM 1: M; 'fl..l.j I 1 1 ��r 1 0. RVaM MA mor pI► her to admidvW orr and tie aoloDolwledymeota pmaa avy qw mad S dear r.4 m C& CAte3d .dA of ROYNI+ON sm"M OOod[CZ ry AR�4CY, aad aat�ooledd mdar oath dot oobbe has as omod do Agra m d a der pnim of&W of BOYNTON 8f#AM C RGaRMY AGENCY, du da m and pmpo m■ tl=W bKda and dW ft k na t b dr ad aad dead of SOTMON BLACK QONMMMff REM RAMENT A=4CY. 8ddw b pemcn@W kne nto me orhu pmdaoed s a idatimtiae. IN WTIVE S Or gm FaRvqpm bm o t my hud and offidd ad d in the Sheba @ad aAb+erraa ari direr aq a0E f - 7016. M MV CommirAon 11 NooKyI dit Sheafroddr d Lap IUWA L wexRd rwew � Palo 3 of 3 SEABOURN COVE PHASE If 4 Tisa js as agraemwt Qmmbmdlor `ABesm on eoiaeed ido, as of twA day of AMA Ar' 2012 byand betwom: BOYIKM NUM CORMURBY FJMBVZLOPMOCNT AGRZfCY, a poWlc air amd ed pummost to C3uptw 183, Pact M of the Pkcldt 8kU*m6 Ommioaber rieI I b 0 9MA"% WA a bodam addmu of 710 Nm& FWwd MSWWW. Hvynton Beach, Flodda 33435. No GLIMMIMAM GAFMM PEW= 3% LLC.6 a Fk dda Hmltrd Wbit omgmq. wltb a basieees addeera of 601 Bgedtote Bowls" Mile 650 7koM Plod& 93606 Oweiedw cdleoti * ee�Yoed b as lira "'Dawiogw"j amdlir aaw�ae, pcavfded wean sea ai>�ea orftbe Dsreloper. WMUZ"Mpmtofkl I - Mtn 940OU6 wbich delbe now matlmb, gaab V, ioeovataon and dkmwW io ie CRA woe tis CRA has adapted a Direct bmastive Pia lobed M mi 22.2004 (beieioaddbectllta'T)iteot Top end rr Ptopcam x and wJIZMUIAB. We Agsemmat petWu is Diwali In wave 1br that oacedn p 4ad o y►:aimvd to ae 8edicaon ClorePbam b; ChyMeNo. NWW 12,Wl, hwed on p mga* fidber doaadbod om LwA" wiBin ds CBAbocmidedeac and WEMMAS. d the Match 19.2012 meaty of the CRA Basil. to CRA Dead of Mows (hecomaRo<° "CRA Bm d') by approprlai, wdm made deo Pe*ot alWbb hr X% oil' 9e tae mM hwotdlvo parmdaaois under do Diaest bnoaetive Pr pvzo, sd&d is gqumal of a matully► aooepW6 Dbeat ltiaadv+e PmWbg A mmant (ire. d& Agieemnad)i and Wim, 96 Ddmd rncemim 1.1eot ABaam m Is not Wooded lobe a mDvM,pm� Ag eamem"'wbtbia tie o mnbg of Flodda Bktobr, gm im 1633221; and WMMMA6, at 1tr Much 13, 2Q12 maaliog, lira CNA Boaad appmed d ds Ddweot la=Wn A- . NOW, 1'1 4 in aooai bmdon of do memd poomiwk cm wmta laid ap<aemmu baWn ooW med aad odw psod amd vaioabba eooMm oo, the teodpt ofwvhich h hereby aaba" dged, it b aVved hace[n bowam thapsWea as Fallawa: ANgh" j2dML The ftapolsg aedmb sea tm and coet+eot at the dme of to cmxd m oftbds Dbeot ice 1 "- - Pemdbg Apeat eot and am haxpoaiad hwW fi0ftA 2"M As mad in dda Dbeat lamdln Foxft ArmcviS the terms aba11 have the ffittawfng meaniopt: M RAiMbb"mems a comq w or ompandbon tbnt the DndWw =doWm my owmar datF Past 1 ar15 'mAX s mr racer this Dina lomntive Fording Agmammd and all c1ibb and attscbmenb tbeseto, m easy of to came may bared c r be amended flnm time to time. 'ism Vathue" umm the mamed false ofthe PnVad sa ddansined by the Pdm Beach Candy Property Apptalser pdar to conorac ion of the impwvemeota sad as rdocbd in E,xhmk °B' a wbed baselo "Cwdf=IW moans the cradeaW or paocoss for tbs National Association of Home Builder Roomroh C=W which Wm Nasional Green Building Certification to ail typo of reaideotial oa ngraction; new or remodeled able-fimmlY bomee, new or mamodelod mukxfi=Uy b alldings, and mddmAW land developments that moat the c cheda of ttie 10C 70D-=8 National Chem Building 'TW memo the City of Boyram Baer Florida. 'Comsmnme" or "Cesz■saaeesse r as saah Mum value to rise of oomstuaotion of the Project m mgdmd has mder, meaea the isausaoe by rho City of the pwm k required ft to of vadcal oommuction and tba W of each venins) caummution pwmad to and ht soomdsme with vmh► per ait. "Dav lopse aoeams CiohUm m Ciadams Phase Ii, ILC and my amillam or traadxw of Qalftftsm andeoa Maw 11, LLC that is pacmitted under this Agtuewcat, from sed after do date of sadt vannincid midsommt or b undim 'Woo tie Vehicle sr EV Chrgag Sbd m' magas an dachio rnobarging Point, cbxgpg pAnt and EVSE (Bloct& Vehicle Supply Bga*pmmdl that suppiiea detinue amU for rise reobargiag of electric vehicles or plugs hybrid vdri ". %dd Ba *g Nod usl Graea DdWbg Sbmdasd' The National Asaoaiati on ofHome Duddon' {NAW Qum 9aildigg Program based ap n American Na d mal Stmdard btituft approved ICC 700- 2008 Nada d Oreen MUM 9tmn&m . Mm Staadm+d ddlam gum buDding fir dngla- and mnld:bmly hamsreddeetial no oddma project, and site develapmeat PD*cb wbSa still allowing for the, &mUft mquiied hr rq*mallyAppmpido best tppen pts To oomipty with the Stimds,d, a badder or remmdsler must inc avpmaie m sharnum mtmber of ibdurea in the foDowing sma: Int and doe d e�d. t oa9 indoor WTftG=WW quaft, and lam owner W�Tf�Aeoamoa incholvelo! 00 "Additional Poi ander tiro program. "Pbdyed Projed Iscremsent Rr*mme =mm the vaiabiv disburmumn to the Developer equal to 50% of the hoject lumanaut Revenues. An cumple of bow the Pledged Prgtad Irtpremiamt Reveum at cakanload is drawn in ZzIdbk OV "Pre f eW mum that certain land devolopmtiatd pr*ct cw ncdy rdbnvd to u Seaboorn Qov% Pbsee II, City File No. NW9P 12401, boated on psopwW ilutbw described on jchibk "A" within the CAA ba Amin. "Pmjeot huramasnt RevmmW means the amount depodted in theRe--.opmeat 'butt Fuad for the Redevelopment Moa pu:nuW to Fladds Stalahan, Sondem 163387, which is audbuW& to the P13COL 'Yropartr mesas the real property dandbed on gam. Page 2 of I5 `iLeaevelopms■t Ana" ttiasms thane om wfflin t w lfmits of d* Cky whialr hero baso declarod b8oted in aoaadtmpe with the pwvjmx. os ofFlimids 8tatgtm Chapter 163, Pert Tit Statutes sit ar t Mmd Famd" mama Ow t" fund eatshlisb d pMUW to Begum 163.387, morwedepoof itmammattal revmas attrlbuUMe to the Ruby I pment Anes. "9ke Pfau" maau the site plan afar the Ptoajeat, a mpy oiwhich is mocibed hamew as &Ndfltt *4e1° apply Y by the CJty of Boynton Bach on March 2O.2Ol2L "ilyatmoss Amt" mesas a mview of the Nsdomal Orean Building Standard cheddist firm osi3insl bgmdomr and eardffastian of the mlb to m9km mosom compliance, blomm door mantis to 00o9mtMbp emin eommilanoe with OdSh al tesifng and foo WoUr raft to aro is whh acshud tuft "Ssb m tbi Camsptetion" or 'Balwa dally COuaplste" aaseama tm aompledon of 90% of the Project'a tmib, as avlde cad. by iammm of a avetMoft of oocup angy fior su& mid. "Tani Ceflaeter" mmaas the duly eleotod ttttt oaileotw for Palm Basch County, Flasida. "Ta RW metas the teal property ad valartan nsesstmft tvfi mMmIatmed-by the Pmputy Apprabor for the purpose of the levy and aolleotiom of ad mdamm tames. "Usdt" means a sk& resideau dweMtg wfthfa the Pnoul 'Unit Tyre" means a Type z (A), Ii (B. C, D) ar III (B, C, D) dasigundom based as the unit Raw plan approved in tho Site Pb m. D dp einem A 0 ft7Lf s Detei. be aiTectivo on the date that the Lar party &I Developer agrees to consbW the twits for the P 4ca n dcsc &W in to Site Flan and to obtain do Odd Rating of the Nadanal [amen Bniiding StasdmM ae sat art dwain. The Sipe Pian may be modified Snm time to tlms by Pavloper in mochas with emd 1, rju t to go node of Onhuncea of tau Ofty of Boynton Beach. pmowided, however, 6d the Dovelopw shell not have the ri f t ID reduce the comber of tesideatial units, deduce the energy cffwlawy of the anib, allndnw the BV Chetging Stetion or to mala any otba abaagc which would sabstaa Uly:rmdam do tastable vtduo of the Project rrtthoat ibis prior stpprcval of this CRA. "Sub@hwfiL ly" as used in this Section mases mW cbaaP that would rcgWm s mgdar Site Plan Modification $nm the City of Boynton Beach, As provided in F.S. 287.132-133, by cot ft info this Agro mm t or park ming any walk in aFurdtwsnoe hereof, De%viopw otatifim that % sad its af- KOx, r=-cfaasub-oan i rm or agem b who will pa6orm humunder, bate not been placed on die Conviatod Vendor Taut maintained by the State of Florida D astttumt of Mwmq moamt Services wift Wet r4k (36) mmtha immediately Finadirm the Effbadve Date. 1119MI The Net hes been modeled to obtain a Gold Rathtg m dw the Nmdm d Grom Building Standard. As a oamditim pteoedeat in its ttsOM$ of any Smdr p,, , c l to this AgmemeM tie Developer and ib women or aatim BW prvvido evidence 1W do Page 3 of 15 Wb have received a Gold Rating cmdwdo b aieael G== Building Sbn&tnL The Dovelolm aball also p wide tifsd party vaffic adom that the units conWly with 9m gtmdmh fhr the (load Radug pm uaot to the Na l msl Gran BuUft Bisadam d for dw d uMim of l7hW laosadve Frmdigg AgreemeaL imWema adaa of dw Caetificatkm hagWhAll be u Mows: LU 9diRidwAndud. Develepar hu rwomd a "Dedwmes Report" mMmd ed hmVO as EYii6it ,C" trtttlintng the neceshay oompoaents ibr ooealplisace with the m740 rating system amd paacdm tegaihed under dw National Green Building 9tmdwd to recche a Gold Radug. Thio w M regeina a leve] of Gold far esoob notion maketm of 100 'Additiiemal Pearls" avaiWMv under the pmgma. Cadfice ion that this standard is met wall be mommplldwd Onugh the Nad mal Assoalsdo@ of Hm m m Batldms Rawmm C tw as wwaeer oaths pmg = at &a Dwelopat's expenaa LU JmUWLLMM§MdAL The Developer will per l& widcom of owtffioatlori meefng do Gold Rot* of the National Green Butldt 8dmdwd fuleding two bspecdons for each qamnmt including a p mAWwall and And lmpeadam. A ddWW ab atdlst will be oiveted rad all the components and prrudioas will be listed to dww individual unit compdiaooc with the (cold Bating. The checWhis and teem gull be aabmided to the Chy's Dardapmact SwW= Depa ftnew wridrin mann (15) days of ow spladon. LU Oe wd Marga h and Trabl aL Tho Developer da produce and dM Role a building comp mos, manual identifying rho green attrUft of each ua$ rad the Prgjsot. This mammal suit she include sap► mans% aww's hh medon or pmdvd data for equipment, fixtumm, and grHences. nmougb dhe mamel, oocapants will be lrmtliadaed with the green building praodoes . plemud ed and the impact of oocopatrp' wdvWm am oohs of operating The bnildiagr 7be tmtaual shall include a eve d4pd<ia8 the impaetaoo 1 of coastmm aag a Speen bu:7 hn& inaWag a fiat of Bean banding attm%tm included m fire bviltbM ft green building pWam oertiflca w (w" of the NadmW Gram BW]di" Standard or sometimes hafen+sd to :a the 6?4MB') witic masa w achieved anti ft waeraiA% opemd m, & maloh moo hN tsucdona for all oquipmant, dxtcuek apPlianc es, & finishaa as pee mquirm:amta of Chapter 10 of the Designers Report of N M. Veining will also be provided repr&g all equipme w operation rad coutrel systems at The cost oftine Darleper. MA Tha Developer shah imtall at the Minot two Eeotzie VoaN le Charging Radom Pmf of me albdoo of the HV Stdmm shall be nbmtitbd to the Cry's Dsvelopmart Depatcnent upas aarnpledom of the Project. Developer or he am*s shall be ragxmulge fbr tbo daotrlud and n akdoom nor of the RV rhargiing abdm tbrvaghow the tot= of this Ag eemeat. Aa The Developer, its mumeaaors and assigns. mgm that no paYson shall on the Wmmde of tee, color, dimbift ushcaud wilb. nNgk m, age, famivml status, se:, or serumal adedodon be our valod fo &smimbatiom in the leve of =7 Ualn provided fir in fhb ApwnLm t. 6hcaM such dismimbutim aoosu, the CRA wM prowide nodes to the Developer of a breach of fhb condition and tbarmfom; Developer bas 15 days to demand ubiaadw as to the eaim of dismimination. Tbs parties will than mmually Wee to m ssipitmgbar and ff they cannot aSra% ft aaspl as of the A�mealcan Arbitratton Amooldim will wW'vem 7ble meakratxca is i ulspemdamt of any other anions being talom by odw agencies. However, a fm ft by any odw agcy or wet tl* vA dismiminsmlon hu oomned may be mHed upas: by the CRA u conoksive proof da broach of this psvviim Lf Dwalopw does not dmnaad mbit»dim within fifbee n (15) &w% or if abbodae is oo &wNd and it is datmm wd by ft aftmeor that diurimhodea ooeu md, the CRA duA have the sight to teuchwe fi>i. Agreement rad Pap 4of15 puromm any ml, ail other leve W remedies. Tire mot of meth atbftration :ball be bome by the nm-pwuvaiiing party. Such nem mwlimg parry shall be cin mined by the stbttrsI - al }inks Amdkbm Prior to receiving ani► amoral allotment of bometdve gnat funds, Developer shill pmvide wjd*m evideaod, at its sole Moet and cgmmo, saffActory to do CBA in its ache disordim of oaetimed oomplisnoe is all maoarial reenacts by the Developer wbb 0 app d upon Clold RaWS National Grew Building standards me *ffth m this Agmemont. Cies an annual beats, the Developer will I - 61 m s systems an& an fo ftm (14) Units each year ft the aerm ten (1 d) years n evldeam the the Unbs comtime to meet the Gold Rating of abs National Grew DWIfing Stand" and emsnrs that the EV C herSb g didme sm m working order. This mdhg pmcm b basad stn fie nhm&Ae attached sad coenedned wkbinix 1sit W This M mws audit shall be a nducted by as independent sadibar, selected end paid for by the Developer with the appemal of the GRA. ,LM The moms sad coed romahled under this Section must be oamduobed In moordemoe with the deddtfoa of systems audit' contained in Seotiam 2 of this Ageeememt. ,'M The aadida Reports will be wed Ic tbt City's Davelop tat t Ssrvicee Department on an samaal basis ibr duration of the Apmmemt kWmtfag So emits' complunme with the Gold Rating of the Nadmtl (Mean Bmldmg Btnwk d. Bsch amaal performance audit mast be admitted to do CItA mo Inter dm the but dear of Apol far lice p moo ft year. The CBA ahedl moept tiro =0 or, mImM it manna die determination that dm ora da$oimmdoa with the wdit an&w doc®mlation ibr the sudk shall so aedfy the Developer in writing; whin twe afy (20) days ofmoeipt of Andit Report Irl the and of notification of de8ciemoin by the CRA, &Wdilmdom of funding stall be swpomW umb"1 easoindom of flue dispute rageadirrg oc®plieaoe. LU Disbaaement of Direct Inoeadve PicSt— Pan& shall omw upon (l) the CRA`s accoghmm of s properly dooumeatod sad mWorted audit Report by to CRA Board. (2) f d oordfici ion of tax aueaame sts� s with the CRA Distrid by the Palm Basch County Nape rty Anvaisar for the preceding year, and (3) doaonacts uddenciag Paywa d by the Developer of d wdm= tam for the Pwa ft ya". mU Xmgda upon tan (10) buaium days prior written notice and at my dm during nmml business bones and as often as in CRA demes nwommy, dmne d" be made available by the Devvatopm to the CRA for amminstim all of its aecoe+ds with mopeot to all matters coveeed by bene Samcm. The CRA r+esetves the fight bo requit» copies of sash mootds aodiRor be conduct ser inspetodar 0! the Developer's records mgmiding periasmaaoe measures at any time for any period covered by this Section ofthe Agreement; all at the C RA's asst and s qmm Arq► do* in the p mdoodon of documents requested. by the CRA sbell toll d w CRA's bate for reviaw of s, mqueat for dism1bution of ftmds. M In any year in which the systma audit discloses that Developer is m aa}oompliance in any matesW regmx t wfth Gold Raft of the National Green Building Standanl, d w Dovedoper =W be doomad in default and the CRFs wBl be ewtdW to dte remaH m net in Semon 8 below. After tba cdmm tion of all apps ran ift to aura available to Doftkq ea eft an ft* in Section 8, than at tba option of the CRA, fire Direct iaesamtfva Pundimg for the Devdoper may be :educed ss fbfkn : If suer the amid sadit ddmmimes td wy of the units leave fallen below do Gold Rstfng, and Developer has had the oppe tunny to cure wider Section 8 below, to CRA shall wAbhold the anwrual Fkdo Ptom %toramm Ravame psym=L Page 5 of is Exceeding the agreed upon scquinments of OW Goold Rm iqg of the Ndiamal Gc+am Bn UhW Standard in AV Avon N*mt yew" cot Caddo the Devvkgw to addialonal hiding MWW this A MOmemt or to a croft ar set-off Jq; hW any n dacbm in ibnda duo to innate to meet On Gold Bating of the Noland Gram Handbag Sbn tr,d Maunder. 6 Dkvd ISCOmOm Esoft IV direct fmoantive It m&S pmvlded for under ibis Apooment it granted to the Dmdq>er fbr the purpose of aiyiott bs in pett, Ste Deelopst's cost of makdabing the umv effmimay bpwmmuft =d/or programa wfQdn the Rldeot. AL Dkvd 77m CRA hereby qpm to dkM fiord, to h6 to Pledge and malgn b Devolgm fico a pooled of 0) oatneve yyean, m Provided hernia, an Cnmaat amount which apiL do Plodged Pstrj hm memt IRavenum kss any atnounh dodttoted pnrsuaat to the teem of Section 5 above due to the lidU a of the Developer to oomply wit ON Gold Raft of the NOBS. Tito tom (10) your term for the receipt of incentive fiaa ing.ball oommencm m the year that the Wowing conditions ane met: A. The Pmjact k Sttbelally Complat0. B. The aomWeled WVwveomo* of t'be Prgjod have bon plawd m the Tax Ran; G The LRA has mmved Ploeot hm mem RAvms m Rum vmh D. SyA= Audit Report is mached and *ound acospW& by the City smd CRA: and E. An annual mpmt is made to the CRA Broad by flue Dwmlgw of the stelae of the purl ad at the steat rvpb* seitodalod meetlttg of the BaKd. M DlsksOemss>t of ]El WJL Sulxijmet to the oca tions p ovided. hwein. to Pledged Proud ko umad RDvamm shill be disbursed to the D 4alopw upon (1) the CRA's m000ptarm of a pt*wlr tan do antod and supported audit Repml. (2) Saul oetdfmdm of tax mamm nig within the CRA District by the Palm BmA Coanty Pxq=V Appml' far the pig you, and (3) doc=ents evidambg payment by the Developer of ad mdmm two ilrr tbo pr+eoediag year. Tboa is .m obllpdm bg the CRA to disbumm the Pledged PMcd Inoramsat Raym a during the came period or if *a Developer is in da -dt of this Agreement. M Rho Piedsxa of 1P9fedsred BMW Lung" Remam L The CRA warrants ,Crud nPosects that the Pledged Ptv m Tnaaanrmt Ravaovtree an not to mWect of mW prior pia V by floc CRA, and agrees fiat such r vermes shall not be askgaad, pledgers ltypotbemied or saom�ed by the CRA for the period aavost:d by tem of We Apecmarn. �i Any PleW Projaot bmw3 ut Revenue of the CRA pmncant to this Agmamemt is Sibordiastc to the pledge of the tax itmmaant rev m givai ter recuse tie CRA"s Tor In=mad Revmitie Bonds pursuant to Rosolutian No. 04-04. adopted Dewanober 6, 2004, d amended and mod. Page 6 of 15 j2dal. $wk*i vp CUM& Upon aotmploth m of do impmvemana of the Pzgoat sand p dw to ilia ha mae of final aaddiaates of oocepmW by the City, the Deveslrepsr mhall at, & a Reatrfod" Covemea d Apeswcat moediag the ragaihowls audkW in this Axraamemt. 71C Reelikdve Otrtntaamb aoR be appenvod by the CRA wiioh dbiRB mot be aateawoebly wft bWd or delayed as caandhiamad. Sw h eioa mens, whloh shall be remanded, tai aonteia rest Ww cov=ets which shat► iadude, at lass. the follomlag termC iA Ca llikeUort Rubj dve ad Oen Ab" Cov®ants. The rawlative covenants govaming (eadfiation shall hulude the foilowing: LU All snits stall be oattified to whiew the Gold Rating of the Nati=O Green BWW&g Swadmd and no rDgtticdm &hail be adapted wbich prohibit or limit deo MAW to whim w msiaata that sukknd. Two BV G7nrgmg Steedoas gaff do be placed an she eu tahi* d onn IWM W A matmai idmIlg hig tits green atb t bu of am& unit and to Pnpeoi dhall be maiuWnod to hmSiidn buMng oowpa " wish do i= mfg poect%per and tho impsot of oovulunts' wtivftm as coda of apamft tine bufkb& Tyzbft wM also be pravided r oll 111gall ogoi awd ago tin and oamimi gyd= aft cost ofthio Develops&. IU 7bo Ratrfative Covaamds dwU tamioate sd mwh dwe as guts Agreement h- to VwKa of to ibis Apexm=% iachtdieg bat teat Mmited to Saaliaa 4 and Scadaa S. 11 Svebtrg Audldat HIN&te:tive Ceeveaeairts. The rambictivie covememb gamning the Sygtemm Auditing shalt comak due ibltowityp LU On m smtwi bonnie, the Dervelopw will 1 a -6 lm a syeta= wdit m flnetrmen (14) Uafb each ytee Air the nest to (10) years a aWAswe thud the UnW oonamce to meat the Gold Ixft of do National Orem Bmldmg Sbmdard sad am= that the EV Cberging stats= tma is wod ttg attiat. This tatditistg ptaoe,esu is bagel at the whodutia attaobed and otmtahaed wain M. 7jj The Deve►apw shell have the right to access the awfhad m b to owvkte the Systems Audita dwodbed harm ft do di m nn of this Agmewat. Taa The DewdoW Wall provide the Symaws Audit Report to the City's Dovolopment Ses vioa Dapw ment on on ammol beats, bgpming Ape113001►a do yea is whwh fb digs becks purancut Swdam 6.2 and no later them Apsfl 30th of each year time tar for dmadm of this Agmxnow Indiatiag the units' compliance with the gold Raft of the National Qeemn Handing Atmadat 1 • By= of Dagenit, Brae sad Terndaatioo. L, RWML Upant the ooam me of my ems or mom of dw RiUowiag &%mats, all oblig U-2 of to CRA to disbmtae findw huts uadar this Agrwm t dwU to mnste at tim optica of the QRA. Aiotvewrstsmdmg the pe x ft amtoom CRA may at 4b opt km wodaaa to malas pgymmk tar ents aft pardws of paymer the oc=rmm of ane or meso of swath av sits wWxxtt waiving tho A& to ease &salt, remedies sued without boning liability fbr Bather psymeat The CBA may at its oph= termimft this Agmeraeot and nay and dI ibading uWw tbls Agwanwt upon oom m mm of wW ono or mar+& of the Sailowitgg Page 7 of is Lid Ate► repmeenWO by the DevelopW or b menta or rcimmdatives in or in comeatim wilb this Agmemmt or the Mat hweative Pmgmrn ApplieWan is istoomate or iaoomtprleoe or Hilae in any Mda dd MgWUL &M The vwutln& abmdank- or clodng oftbe Dovelopses brain euo mpt ibr a permitted adgamud or awabrof moh aorpmete aadty. LLI The hilae of the Dav kpw to ober" or per>brm any of time tends, wymant% aondielcos, obbgast6omsor pmavisims of fids A vemas in a w mdwisl reapM to be observed or pwfoemcd by the Devatapa or swh dune coaffma for a period of thirty (30) drys aft wrlbe notice d aeof fiaoa iho CRA to the DevWoper praridod,bo ww, that if to ndm of DeMeloWs daft* is Pooh dme mare then dit (30) days are rete on ft iegaimd fbr 6 cam Ow Denlopw sbaU not be daamed to be is ddp* tf Devdopw commmoed meh am within sdd 30-6y period and t wuhar dilawfly pmurnes much awe b eompletioa. LIA Tl#e malas- by Demlopor of any somal andommd or pamxl arrangement for the beast otf dee 1- ; LLL The filing by or apbw DrMloper of a ram i m 'b have the Deveiapw a4indpd baaloropt or a petition $tr morgan at went unda a W Lw relisting to bankmpeay Qakw is the ossa oft paft m filed @gaunt dw Ewalopa, the same is dkmbm d vAdda sixty (60) days; LIA Appokdmmt of a ttudw or male to take posaarion of aubdimUdly all ofDewelopoea eases, wba powasdon is not restored to Devalopw wtd in slaty (60) days; or L,Z The auaohmad, acawtion or att w judicial scutum of sols kaddlly all of Dmloper'P uwU where Dual► seitom b not dbahu* w idtin thirty (30) days. Shaold the Site Plan or bnildirtg pant opine at any time, and within sixty (60) days 9=od and Developer does Dot aPP�y a hr a rawwal or mtaicm, tbm this Agreement aball terrnisabe and be ofno h tbw ftm and eifx. LM Should fife Davdbper modify the Sine Plen whbottt app v"I iiam the City titer this Ag mment 00 tea4aWO sad be of no 5tr" hroe and efhat. ,dot Upon the oacttamoe of MW doe or mom of the Ihmping wan ed loath is Seed- 8.1, CRA shall at ko opting gFm notice in writing to the Dm elapa to outs id fdiuto of I if such fdluae my be cmad. Upon tba Mum of Developer to aa+e w ipft (90) dM, CRA may mama any ono or mom of the f ambg rcma&e� Ll Termimb thin Agremnmt upon not lets gum Stiem (15) days nodce, by catMW lamer to the Developer at the addrm gmdfed in Section 9.3 of this Agmanmt, so& aatiae to take ethot when dalivemd to the Developer. E77 LU Caaarnonoe a legal nation for the jadicia! enforo P man of tide Agremnoot. �3 Withhold the diabzoemm of rant payment or any poWaa of a paymak LM Taloa sag adw YWWAial Wtiou that may od awieo be sml" Hader Pap 8ofis LA wtaoer a Paan atatl c.aaa. In any ju&W endue wising P+oma thin Aro mart rhos pr+e~+ailing party shad be mWed to an award of Its resaoo shlle atfonney's Sees sad coati, at bode the UW and %Volb tie kwk Stam the nonlruvrdlingpwW. && 1bh Adnaemeat shall be pavumd by the laws oftbo Sure of Floaida Yasuo of air and alt 1eW mations aadming dam thin Agresmeot gall be in Palm Beach Cotmty, Florida. No remedy herein confond upon gage patty is Wooded to be esxhtdve of sed► o6w rm ►, and each and every aooh remedy 94 be cumaktive and cull be in addidm to every otter tomedy given hmaroi I or now or hee—R— as aft it law or in apfr►or by dao uW or otherwise. No simgie or partial emondao by a q+ party of ny r4K pow or remedy hereunder. ail pm'olude any other or 6 a1h, r es�onoise tbeeaoC Ad filddlNdhmna No Mm by dither party to fimst upon strict peedxmtmoe of any mmmant, agm®eattem or condition of oris Agreement at b etoec+adse ay IWd or comedy a dlebb to mob p* by reason of the other parr►'; Default and no pgma t or woeptanes of fell or patial peUmetift ofamoaots dam ander this Agreameut during the voodavacce (or wiib CRA's Imowbdge of the o0cum e) of any a Bvemt of Ddw* dM coostitate a waiver of any such Detroit or Event of Daf herr of such o xenam, agteers ot, tetra at cemdition cr of ate► other oovmvA speemeot, tmn, or condWon No waiver of my Dafth shall afiect or aloes this Agnom mt, but each and every caveaaant, spossivo term ad oacodition of this Agteeaaaot shall ocmiooe in kU tone and effect with z'apa* to nap► odw there or sabecquo t Do6adL Payum l by eldw peaty of any anent dee under this gtgeagaent ahail be withogrt pmjudioe to, end shall not coosd6do a waiver of any rights against the odw party provided ibr under thin Agreement or nt law or in equ4y. One patty's cosaplimm with any request or demand mate by the odw patty shall not be domed a waiver of such other party's rWa to cMR- art doe validity of soak request or dernand. All tiro tarns, provisions, aced conditions of thin q g let and rho reataetive oommoonts shall alma to do baoolk of and be ca teaNe by the patties hereto and th,dr respective aooessoss and ensigns, The Agr+aamed abdf rpt be oeoatrse I mond etriotly qpbd am party then spinst odw me* by virtoe, of the Ad tW It may have bow VMzW counsel Air con of the parties, itbeft recogoiaed that both parlor have oantribnbedbstud ly a d maiaeially to the propmaniau of the Agmema t and she resuiotive coventmiL • $t¢ If an ceder ter r,Wis Fettered cr if any stay ofpaaccee ft orctbar act becomes cffiwdve againrt Dwideper or in any prooeedfmg whieb In commenced by or against Detnlopat under to i or ate+ ulnare Moral baninrrptcy code or in a prvose ft which it comanenned by or gpfast Developer. seeking a =or mfatitm, arraagemeot, oorapositiam.:4ust =4 liquidation. d+saolutiou, a afmrilsr relief under any offer 1 11 111 or !ion *91kable fhknl, state or other br knq toy at insolvency statute or law, CRA shall be derided to immim awry and all dghte and r cmodies avaiIabb to it uadar each banianptty or insdvvecy code, statute or law or offs Agm maent. U Tsenba&m. The olaligab= of Developer and CRA shall Nobe upon the earner of (1) mvirodon of the Pigjeot hwrun of Ravenna paymoob to Devi k*w as provided in Seduce 6 above an a result ofthe eVkvdm of fire agreed upoa payment perlods, or PO ibfty by the DevslcM to complete the Prgjcot belbae June 1, 2014, unless catmded u provided tberein. LI f:RA'i Mttsrmvanaa d Bsub sad Anmaal AaSoiut F NI ar Commoo*a wthe Motive Data, the CRA trail maintain and atbninfdar upware &mnofnl rovorris which reflect terms of this AgreammoL Soak Moords IW dearly document fir the benefit of the Pape 9 of 15 CRA and die Davoloper, the Bue Year amwat ad the asmaal nmms consoled by to Chi oftSutabie to the Pxpa and the added] am uls owing dad pdd render this Agmanu t. $,i 71v CRA dad DvoaloW awh binds haelf dad As partne% sacoeankM asrecotms ada2fedahsbon aid asdgm to to odm party and to the putmn, mmoommm amo,t admtdomum and assign, of nab odw paft in respect to all covmum of this Agmemamt. Prier to SubsumWel Completion of the P4@4 this Agmmn mt stay not be assipned by the Developer without de ploy written mend of the CRA. Afbw Mdedal OMMICtion NO A vmmmg may be tram - Ariad by the Davlagw,, pmvA4 bovem dW OW usipm dwato dmR fly urome all of the oblImSm of the Devalopar under this Ag me meat. Nothing In da be cousbund w amedng Amy paesmsl H@bHfty as the part of nay w arm of the W. ear mail it be crostroed as giivietg nay rl*s w beneft beaarmler to agyon other titan the CRA dad do Developm in am sant that ire GRA dvtaradnaa do tare Dweloper is In vlolatim of tbis pmWgk the CILA aball have the sight to tmminde this Aremumd and tD seat :epsymmt of the deeds paid by dee CRA to de DweloW, Notwilhstaadog mytift to fife aentnsy fitted in ibis section, pricy to the Wmmm of the Cestificabe of Ovmpeaoy. Davelaper mqr aWp this Agreemad to in afSlide of Developer with tiro commot of CRA, such camas not to be uatesaonably wiitMwK Suck udpmmi shall not rsif m the Davnloper of nay of its obbigWcos or datim as set !i>rth badn. Afrer tho in== of to Ow ifla to of Oempaaay, Developer may aesfga this Apme m a to an a8filiete of Duvaloper willm the oom ut of but with st least 10 days erodes to CRA. J3 No Brroiem CRA said Developer each m*mmb to the other fbmt it bas not dealt with my bmker, finder. or like at* is commotion with @oda Agreement or the trumofim oam�b®platsd bweby, end each party Abell tndamaiiy the other @Vim w7 data fbr bmAzmp oammimioers, tires, or othw aompenudosi by nay parson altering to have noted %r or dealt with the indemnifying pasty is oonnoctiem with dt s Agrammut or rho ftwo ecCi m vomuam lewd hereby. TenDumloper+ topen-mr4dulmd reimbeasa, indemnity► and bold the CSA, bm @Some. amploymn sad era W offm n and each of them, flee mud hm mkm at at dm ftm dad against any and Alt daium, HebMW, ea< mmm kisses, poets, Saes sad damages, inclurtiag aunmWs rhes, nod awes of every kind and chs saw (soam Henri oolleetively '7 JmQk' ym) agaiwt dad from the CRA whWh Ain out of this A,m am@K mcapt to me dement that say of dw Umbility resalb Scan the aegligemm or wiHW misoondnet of the CRA. 7be Developer the broad mAm of this Wm moifimdou and bold hamileas ck=e6 dad vabuata ft mates this wvema d dad eorI - ly ackmOledges the receipt of good and vahxbie oonsidewtica prodded by dw CRA in sal g ' of this clause in mcmdenoe with the lases of the Rate of R rids. Tbb peragnspb d" survive the teaainsdoo ofthe AgrvwnmL Whenever it is pwridod herein that nodoe, daatand, request, cuirass, app+avaI at otber oomm=tkm shelf or mW be givm to, or served upon, dthar of the parbas by to other (or my recognised ma **m), ar whemevar either of the parties duum to give or own upon rho other my notice, dm and, aqua C oornamt, apguoval a other oeaaammaication with respect bend o or to the Project, sash such nodm de mad, ragwv, mmo, qpm -al ar ortlter oomm nimflm (n&uvad to is this Section 9.5 as a "Medea") dmH be In wMq (whether or not m fathomed shembere is this Avmmmmt) dad shall be afiiective hr nay purpose only if Sim w served by (f) cadfied or negis1, , I Uaibed States N�PA postage prepaid, rvI receipt regaated, Car pervand ddiary with a signed node# or (ki) a rempieed asdional omm ier resines, addressed m fblkws: Ii to Davdupert GaNdresm Go*= Nath A ILC tildl IBS Boulevard, Saltie 650 Tsurgta, Florida 336% Page 10 of 13 U to Ci1Ae 710 N. Federal Hubway Bextote BawA6 Pferlda 334M WK R M" tee Amara Chaeof Glenn, t;.7i wA Doody & End 3WO U* comeaurndd BmWvar4 Bette 2W Fbat Lamde arch, 8L 33308 Tale 951-7714M FW= 954-7714;923 $&,1. Aq► Native may be St m in a manaar pee vkW in We AOrawaid on dfiw parVIs babetf by lts Manwo dadpaabd by wahpa* by Nodes herauudar, I. Bvwy NWm shell bu aftdve on five dole acbaliy received, are ia&m tad on see neoeipt tfaa afore, arca the dde delivery ti wwf is raiiuod by the fnt p6W i+oo*wA. !A T16ae� ma.■ed MW parties, M&nowlodge tet time is of the eeeauca in the pmftmanoe ofrie pevvldM is, eeie.4g:eame�ot. SZ rleB d. The CRA and Davel%= Wes tical fids, Agreemoeat aeb Horth die a wdr a amt babaeee tie pftas, and that these ago no p=wn ar uodesstenaiage rather thaw &M stated berain. Dane of the providone, farms sad c aeditias eomdained in this Agm mad mey be addod to, modified, sapsmsadad, or c%crwiso alt red, mwp by wrWan hxbummt aro dcd by the pwfm hereto. 2A Each i it :+afiosxod to in this Aveememi forme as ==maim part oftl h Agreemrent.. Any Bshibit not phyWbft susa'had shall be ftoW se part of this ASreemeot +rad ase hwa gmated buds, byteftaum 21 tiisy►sarsbfr U army provision of We Agreement oar apWioad "vd to ay parson or dun ion ob" to a w artant, be bald iavatid cr weak a o6K ft tamoinder ofthis, Agreomant sad the appliosdae< of s wh pasavidma to peraaea or a@wdoma other fta Cosa as, to wbieh it shell have boas held lnvmlid or timmilaevoablo ahaa not be a5mod dmity, and sbRII oamtlaoe is fa *= and eflbat, and be eafteedt o ft fh7W extentpamitled by law. LQ h ft ti► of hborabdom In the v=t of my conflict betthe two and oanditiama of this Jspum=at and the Dhcd Iacmthia Program, the teau'aod conditions of dds Agrnemaot d au PteA►aiL LU Bim% Haul+ngs harems, *IV for ooa miens of woe only and shall not be cowide fired in eery hO pretation of fhb Agraeumd. AU baum All pwtim harato underittad and agree that the CRA dace not imtmd to prtrchsac Nvperty matutmee to mmevtloa with this Plrgeot. s Bach patty hereby represents amd naaiants to fbo other that auk person aca ftS this Ageiee®eot ore babW of the MA and *a Devdapa (or in neer nnaesive aRpeasly) sa appBaWAP, has faU d& ad bwfid aatha* to u muta dila Awasmaat sad to hied and Page 11 of is obligate due perly for whom or m whose bobialf bit at aha 4 signing wilt moped to all provisiasts oontsinod to this ASreewmL jU This ASmom alt may be me ordod in the PabUo Roc aids of Palm Des clz CMUAY, Plodds. JU Any chhptlon so cleaned by this ASwww tt shall be W babe to a tiara only upon the lac rfta of aooh lien and dAH be aubon m % to my mcetgaae appiiO" to grab property. Notaitithstamc8ag the firagoing. noWn bexedn. oonudwd sball be coostru d a mowing an obligation hurmder upon my mortgoace or holder of other eaonriiy b2teteaat inalttdittg deed of anal pallor to said Mudgagee or holder auphbg We by lbrockare or otl>Aewise. IM Nothing comaaieed is data Ammdnect shall be doomed to be a rlght in dtvor at or a duty tic, the Vowel public or any recent =mp■ d invitk Roper or person at aft of any other mw or dodA*md a ihr smy tauam, sae or Purpose wham mm. whatbar public or Vtwh , it bei>ag the iamaation of the patties bowls 6A, d ' - is tubs Asmomast, aatprarod or itatpliad, shall oder upon my person or raft mW soah rigid or duty. Rib gnmtsd to, or duty in favor cZ a third party bee Wery am ad&w idle clad nor grm* d. J" LRA t oadtloaly grand* to Developer the dgbm to obtshn a awnyt a for the devatopmend, conshucdon and owowft otdo CRA mdamtook aalmmwledgcs and speea due this Agroeaamt, includin but not h2iood to the Restrictive Cavanent Apmmeat oonmea Vb ted by Section 7, and each sad every other ebHSdiu% to= tad condition of this Agtawsa tt is n6 dhme to such mart me, its modiftedorsa and ama:dmamh, changes of npltoa rams, ad for all po<poses, ads A&MAI a shall bo, and bund aa, prior in d$W Asad tim2e to tbis Agrawout CPA AA if ngoeabod, cawate such sAdlticmal dooumaads in nmdabb h m ass may be neoesasty or convcchxd to evidaum this per. and pravidan. U, N the Project "U be Ams ged by tare, the aiameats, utim midable acetRlemt or ad w ane ty. sethat compliame in argr matodal reepeob by the Develapnr with tiro jwwd open @dd radug nadamal =roan building numdads as set ft& in this Agreamept is impoorlh , iutennpted or Svdraled, or ff as a osmilt of numb damage by ttie, the elmo2mts, uam vidsble aeddmt or other eaeaatty. the obligations, iernr and 000ditfans of tido Agmament oanno2 be cazrlod ant by lira Davelaper, to meat shoR nondhdm remain in fall farce and c ho so long sa the Devataper commances witMn thirty (30) days of the evaot tea- aticn asd rapaim sad dill mdy pasuea xo* repair sodlar raitorarku undit 9=Vletion. it is urndeastood, admowledged and agrood that in the wad of daangge tion exceed the normal rod auh m y hmirenoo do x9mble of the Der%ktper that Davataper mat apply %r and dun mccive inaurswe proceeds in order to commoom ratosdion and mpeir. 8o long as rho Davatopa dmce y applies !hr and is diftandy pumiag the rooW of nch kwx=oe ptvoeads, Dercloper da have with P m6 Mquiremtent provided such rapaira and reduadon am camplded cillos sbt (6) amnths of do darns of the anent la the ovoat of a nates[ disaster, Ant of God at similar i*w ostesbagbe the parties aokwwledge, undarsismd and agtna that paslbrmanoc w to repair or reatundlon may amt be poW16 within the time [games stated above and the Developer shill be given such time as is roasomMe to oaummue mpsim and ra ftrtdim amd to complete some. During the period that the PgWtu Is, being repaired and stared, the CttA ,ball have no obhSation to disburse PI=W Project Inamosent Rv"m= , Page 12 of 15 iA This Baction 11 dmU be pacamoant to all other provisions of this Agmmukk lnala ft but not 'Wtedto Scotian 4 and Seatioa & ISIGNATURZ5 ON FOLLOWING PAGOM Page 13 of 15 Me NMKM MX by a ' t�� t� slm�, PAY qv=d as iftaitj A of HOYNl sod soda m* dM b*Ww bsm mombed do topoias Apsospat in ors proper a McW of BOYMMN BEACH OOMMUM Y AOMVY, hr do =o and prupooa mmdowd harok ad Od to k*mm it b the t�T BEACH OOBDAUNffY A�1CY. Hddw is ro&i",mp�m:IOYMjms pioiomd sm idea�odim. tTlri, I hm met nw bond sod owl od d in lbs aft sod C:o=:I Iftma"adday as _.. -2012 My► Oosmmhoffi n Elows -MMby Psldk NO WFkdda mt lop FNIr �hlilre•IlromlNslr �01��1m��1�trM Omr•IrMM �Mr11sF spmirt��lmmrtms�mna P�p is of Is Exhibit A MBCARDS OF PALM NW21 COMY. KDRID& WIS MORE PM9DLFI,M LY DLRCi M A6 A FURROW OF 00"P -WAY OF MUM KMD, At NLOWN ON IM FLAT OFV UWM PARIC, ACCORDING10 MEPLAT TFRRIEDF, At REDOI W IN PW6OOK L6 MIM ML OF 1NEAUILLC 46CORLXi OF PALM WACH COUNTY. RORLDA. 0iC41I0D AS FOLLOW& 160MMAT THE KOUMWBP CORIMM OF LOT6 OF SAD KUU M PARM M0142 MU "M 7W NOM MGHT-CFOF WAY LM OF L41D MILLRL ROAD, A MMICE OTS 4M.00 FAL• MMSOUM ONWW WIW AL007HE MU JIIC W4r-WAY LI E OF MUM ROAD. A DBTANC'EOF3L FINS`: 'HENCE WE6T ALCM 1HE SOLITH RK:I;r WWAY 1l lE OF IWUM ROAD, A DBTANM OF 4" Im. VWCE NDMK A DISTAWM OF SM FEET. TO TIS PONT OF FILING. !M7 WIDE LYING IN THE CITY OF BOVNTON BEAM PALM IZACH COLMY, PJDKkAw CONTAMNG MM SQUARE FM 17AD ACRES, MORE OR LHS. Exhibit B" Phase 11 ESTD"TED PLEDGED PROJECT INCREMENT REVENUE CALCULATION ION WORKSHEET Valoe of the PsOME:- or to QLM Y!n 7011 w m _ PC!N 094346-04-174)00-0370165,000 PCN 08.43.46-04-114XW. 60 S 30.000 TOTAL volaeoft I'rn c: r if rr R-edevei- ent (146 units oa0 7 '000 12,410.000 4CS83,000 brred an Lr Venom nmwd vake Project InarMf�t 8 1 1 400 TM Rewe w - (95% ofbent A Cit , + Coutoy Mille ) City Mmop Rdoe .0.0071941 cily TIF CoW*od=- 95% Of frq;odhm=mdXct WMIaF! 83,452 County I► 01 RmW 0.0047815 county CaakbAlan - 95% dPtvjvL4 Immmmi X Cm Ty Mll* 55,486 "bill lege Rates ane mdrnnually t 90CAty mdCounty ar pan ofdwk live buoWiprovemom A=na, TEF Nmmo =Wd tv Prxatoot a tL 138r¢�5 lomative Awvzd - Award FWw X TZ Rrm= uoaftd b y En" Awwd FmyW 50% OW EWdm d PlWgcd ITojgk t bi=mW Rom= W Dcvclq!� r (AnautM ' I 69.484 TOW Rcasa nkq with CIA _��_, Ywo of pkdgw Remove BKhmod Totd Pledgrd Pmiw Iaa+am m Revaaoe Over Term $ S $ 69,184 10 694,839 NOTES: The dv wlopw ioomhw aw n d cal A d= mm bund an City rod 0)uM Influ e Odw that we m4now r mn% and flndhod by A I , , dbar 301h of ercb yen. maw �..: 7 - �1• loft%wslww rrte, ,----1- wwrtrr�" �wE a� mw wwl =ZEN =ZEN w� r � a��rwwr-:aw.�lww -�-- w• wwaa ww i war r ,alt m c M oil fir •s : T- �-r.-�:=-.�_ � -a�w�w�rw�� �w■■Ra F'T "1 Ir ZEN ' iGr: ► r� - � _-- _: - --- +--irrfirr: �rrrf ter. rrrrrrrr�r � i F'T "1 .-_, . T _ ., i . ; ,�,. r -• ..,..... --moi is :ate �E]� �, ' r -SM Ir. v "_- _ ri.`ttttttts aii.■ t_rr c� «ss:+tta� MUM. 41tlhlifb.� _��� 0,— —! VN@MOhTO*sur- �111L� dald rwMwrwa�.rr� ��rrwr Nrr.rw ■viii V" PRIM _Ult ow �wr�w�wwwwr rr-..www -�xlouow��w�swwo�r�iw Sawed 6Lw �+r�r.rylww �irrriM�t �r.r�.w+� vwn["""Ei +r+ mbmm++ &elm -17 ,- t L L— aIIIIIIIIIIIII JMMK EN —A rrIOWAnaa NK/T�IOM/y.N lw UNAMNMMW adoho r.�tJrr.w10 taxa Ut i• M'...�� STT ���� { p scNa as■ +r.._- -w wow WK ■s wi Lm imam a it ow Mr- a zd-- -- y ■I TTr_r�_.y��-1—�.7� i1E � i� �� _ r..wrw� W -NMI �i�rnlrirrmiAirni:�u�i rYri �.. �t. .-1-""7Ti• „"T,. ".7— -�3'-'_l""�' --ta.._._ .icer "t.i Q' .... omAA i=law -W n at:m or 1 W s ti _M T a7 i=law -W n at:m or 1 W s ti ►�,+�� fir. w��taam at�wn+,�o fift &%IMMOarrMat K 1�Mw�w�M.rwr1.. a�w�.wrwr. ..�ew� wwiwrrw i L prow M���rl `W��IIIIM r■1� 1�Mw�w�M.rwr1.. a�w�.wrwr. ..�ew� wwiwrrw i s � .-.... _::-„r�_T ���aw�tiwu�wnts�,t�■raw T T._wmim -, r 7 -1*T---;'T 7--' jr I 17: ...... :�i��M,Lmma ter-. _� _-t: ��.--:���17#Ilttt•] 11R t j'4"f..`...'",Y.t-ate UX MM is, , . ---�...�•.a. �w �■ aria -�f_� � �av*� OL Mlpmjl� dotllqImobhb M I pool A we�x�Mrt�tt.r��N►�r��aa�n� P TMU 0 m % * v Exhlbft "Er ASSIGNMENT AND ASSUNUMON OF DIRECT I NCENTT« FUNDING AGRWJ3WU T This Aasigonmt And Assumption Apeemeag is made effective w of the Id- day of R L+3u s't' .. 2013, between GARDEN8 PEASE E4 LLC, a Florida limited liability Company Msdpvrm) and HART SEASOURN COVE, LLC, a Delaware limited Iiability company ("Aselpee). I . RECITALS. Clnrlfst em, Owdow Phase II, LLC ("Aasigaor") heretofore entered Into a Direct hwantivoe Funding Agreement (the "DIFA' dated August 14,20M with Boynton Beaob Comm umzty Redevelopment Agency with ircspw to the property dowdbed on Exhibit "A• hereto and Exhibit "A" to the DIFA. Assignor has agreed to sell Poe property descdbod on Exhibit W' to HART SEABOURK COVE, LLC (" Assigned'), and is transfarimg its iateteWin the DIFA. Porsaant to Section 9.2 of the DIFA. Assignor and Assignee have entered into this AesWwaort and Amm4ytion Agreement, 2. AMGN?dICNT. Far and in cmv ideeration of the sum of Ten and No/100 Dollar (S10.00), in hand paid, and other good and valuable ooahsidasffon, the receipt and adequacy of which are hemby aclmowledlged, Assignor hereby sells, tranafbrs, conveys, anigns and sets ave Assipee all of its r4ht tide and interest in the DIFA. Assiper represents, waaants and covaments with Assipee that at the time of delivery of this Anigshmcat And Assumption Agr000 mt, the DIFA is f9roe foam ail au' r hbrancos made by Anip er, and $het Assipor will watrant and defend the name apbW the claims and demmds of all parsons claiming by, tbraugh or under Assiper, but against nom e other. Except Ru tins special waaaaty of dtle, the DIFA is assigned "as is" and Assignor aa, no other warranty with respect thereto. Assiper agwas to hidehmify, protect, delimd and hold Assignee harmless from and against all liabilities, obligations, actions, suits, proceedings or claims, and all costs and expenses (including, widwut limitation, reasonahle a#tc oneys' fees and costa) Inc wed in connection with the DIFA occurring or alleged to have occurred on or prior to the dato hereof 3. ACC>£CPTANCE AND ASSUMPTION. Assignee hereby aocepts the fbmgm* asahgnment of the DWA as of We date bmwf and as of such date beeby assumes the perftwmam of all the terms, covenants and conditions of the DIFA with respect to the period fro® and after aro date haeoE Assignee agrees to indemnify, pmbot, defend and hold Assigoor hanmless ii;em and against all liabilities, obligations, medians, suits, proceedings or claims, and all costa and roc mms (moludimg, without limitation, reasonable attorneys' fees and costa) incurred m connection with the DIFA oax wrkg or alleged to lave oeaured ew the date hereof FJC+GYTTED effective as of the 0 day of p! "sr .2013. [signatures appar on Mmviag pqWl AMGNOR: GULjSTitE M GARDEN'S MAM IL I.I.C. a Flodcla. limned 1gabik 7 oamP■ Y A8 GM-, HART UASOUM CUM ZAA • Ddawsm Waited Hmbft GNOPCW LP~ *qnmooftoombw By: lbbm A�RnJlbtMHWdbg(W. LLC, bpandr.on ft: HWkmm AmW Red EmbRELa LLr, bommbamobw By: Hofte l Ammis W Bftb TM4 LP, ib 51 0 M006K O: Hokmw Amadm ReW Edds 7004 LLC. Y Na�x itimr P IGl '['�: leolarYbr ideM 3f100 "Amb 1 W AmNpdm e[OIA fi 8&2M= Ex Mbit A PhMN FOLOF PALM MWW COUWY, KO WA, MM13 MORE PMMMElY L7NECMMN>t AI A PORTION OF RN3HW-WAY CP MLJN ROAM A= MIDMM! ON TIRE PLAT OF RLLMANL PAIIR, ACGUM)M IO THE PLAT "MOR AR AECOROIND W PMT ROM IL& PACE IM OF T E K"M RECOM OP PALM N6AClI CWM, KOM U, DNIICN M AS POLLDWNM iBfBI M AT THEdOMTH MCCOM OF LOU MAD I MWfl PARD TH WEEAST ALON© THE MON;M RRSMfAW OF WAY UNEOPSAD MRM ROAM A DNITAMGEOP4SL ADT ea 7HMMSOMIH oMWWW ALONG 7 E EMT RIG MMAY U E OR MUM ROAM A LSTANCLNCF IIS PBL: hI 4M WMT ALONG THESOUFH LlI K -OF -WAY LINE OF MLLIM ROAD, A DISTANCE OF 40M Tis rrW4=NOVK A D WTANM OF MOO F WT, TO THE POINT OF IW#4W. SAC LAND$ L"C IN THE CRY CFROYMON WACH, PALM IWR COLMIY, RORDA, COMANWNO 32MV IQUARE FEET (IAD ACRD, MORE OR LIS, Ou boam GanianWftsboum Cove Ph m II ZLir b a 13mt ameodmant (heneinalbor 'T�t Amandmear) e�obered hrto ea of the t3 dmy of Zola, by atdbdwom: BOYNTON BEACH >RED WIMO>l1tMM AGENCY, a pASo aemcy ar+aated pulmud to CEaptmr 163, Plot m of the Flaeida SatubM Ou neiodbsr rW rred to m "CRA -A wfth a lmiaesm addz of 710 North FadmW Mow y► Do)0mBaaah, Florida 33435. Aad HART ML430M COPE, LLC, a Dalmm limned iiabil#y oo %my. with a bases sdd:taa oda Beamsm Clepltat MaeagemM LLC, 191 North Wad= Drive, 25th Floar, C bk*S% IL 60606 (hasladflar s+ hnvd to m-S@sbmm c'6. RECJ<'1'AL3: WMCRZAB, Ilalii wn Ciwdot y LLC OM mDamloper") and (MA ioidalbr aopdaiod a Dfroat Inoendve Fwxftg Apo moat (&o -b" DIFA'5 for Saabom Can ApatmeW Phase I and Playa i>y but tbrraafder spud to mpaete dm initial DIFA sato a sepenu DIFA frr sorb Phs@4 and floadw a woQbmd saprirube MW& an Attpd 145 2012; amd W03RRAIL tba ae% - I- DMFA's mietalmWy MM to spUt the Iaitlal DIFA requhm t for tern (Z) EV d mft dations ifo oma (1) hr cab Phow and VVMUUk?A8, Sambase Cavo hen now eagWred tide to Bubo= Cove Apwboaeob Phase I and Samboma Cove Apatb rAMls Phoma $ and WRMMAB, the p utin wish to amend aak DIFA to oormot snob error; NOW, ,rmMw03tp,. in oamuidsratian of dw mahual pr+oasises, coveoaob and aSsoemeds hada o ftlood aid other Sood and vsb mbb omditwimk the naelpt of which is boreby wkno vlodpd, it is agmed hamdu betRthe Autim as SuIbss: The Imp ft ltembb ars t mw and maeat at die limo of as cLwL tion of this Pint Aumdmad and aro h mparntod hmbL Bim% Aa►andataat to S-ftd= 71.1 sf theAe+eras, LSt Socdm 7.1.1 of Ibc DIFA is ammded to requim only one (1) EV Swdom $adm Emapt as sd fix* dxnc the Agramoant ahsll zemAdn uamod &:d and is fnll from and eftct. INWITNUS OF THE FO1MGOING, the Parties have set their bLn& and meats the day nasi year f1m above written PUGNATCBBS ON FOLLOWING PAGR51 Page i of 3 Wr1111�8: R4RT MUMO[RN COMB, Iii a Dd w= lbJMd Mft OCUPW Bir: Human Armin Bed 8mbft FAlft I.F.. ProdName: twum WI ' inks opolarnameftmamba° Dr Hia MM Amodm Bed Bdaie `Imo hBmmk&Bmmiw Bjr IId=A AmOdm R d BWM T mm6 LP.. iftmmilb! D: Hen Auldu R d BdM M=14 LTA its pnin0e B� Ptlot NaaeC erAMOF— or cocn�a� ; IN Wl'lWM OF THR FORIqPDA I hm ad mr bead and o!ffldd mai at in the tb b and eMid m of 20160 } too so 06 cow WA at willo- cown-idfp8$ } „�f0��rr ,a Cow is so 00 WAS 00 PE a"A fog ;;boa �"�� �r mat bNOA OA sea acoo �at �: F!WE Y', 0 --P. too -t, "rS°ts SEABOURN COVE - PHASE I & II AUDIT REPORT The City qfBoynton Beach WOEN' ►A. NN 31A 5- dn, &Wdtireft3MR54 Q TK; In-Pa4m FM Sl-74OR.il wwrrJw0milb—I I ftwil 6, 2016 Vivian Brooks Ssecutive Director Boynton Beach CRA 710 NO2tb Fedeal aighmy Bayntam eeaoh, y203-iea 33435 W. 8eabourme Cove (Ph&" T a 11) Res fystems Audit Soli Dem Hm . Hrooka i I have received the audit report and letter of certification prepared by Dhow 9oith from Tito Trails for the above referenced project. Based on the information aontalzad within t3mt report and tba findiage f=m mr. faith the projact is in ooaplience with seation 5.3 of the A%Vmt la's, 2012 Dict Incentive Funding (017) Atreaeeat. If You Lave any questions or co ceras plreaee contact as in the Building Divisions at 561.742.6352. ''bank yon. sincerely, alsane sit 468 C90. PZ, MEMO Building offieial /Flood plaice mmsaffer cc: Andrew Mack, Director of Davelopaesst /e10WwiqrmetNxWmm\torr,. 1dwrloosawvomffia %venue am. NJ b� aedi�_0409m.dm FifI''i [ 7 ArWm Mad- auddirwp OMdid / Cil Erghmr cuy of Boynton Bomb Pablo Warta 100 Boynton Booh Blvd Beryrtton Basch, FL 88436 RE: Cornpictad NOBS CedfBc ft Am& Swboum Omm Dear Andrew, Pkfled aftchsd the NOSS CoMostion audit for Ssaboum Can Phass I and II. Ths audit and certi on we performed by T%w Tnlb Gfwn Conoulttnp of Seronota, FL I will drop aA a hard copy at your Dolce ib be dab obrnped. Shams you need any oddidonal Information or hem arsy gueMbne, place do not , a I to call. { Orad BW" Rational Property ManoW Gr"Stor Iia RWOSAOM 'Gmgp.w =on" ma pej nth Wmj poqnw op as ■pmNuq OWN=* An swq nmtp s Raw► X645 4qmWnWft pm am Mom qK ■ �a4a�ooidd�t omMm suo saa4MB wp pw *1 mpm pmq :t m MR p olq ro amt v p � ao 4fm ilr3� Unsoa MMX MMA DL PWI �IIII�I�II���II�nY fll� I�III n M �III�I��IIIIIII �In I�IIII�IIIII�IIII 1 �gIIIII,�ICIdqN �InlIlllIihll�lly��l��ll-� IIpIIIINIIh�d IpIIIIIN'II�IIINNI II�I�III�IEI�IIIn��IIIIIII�A�llgllll�l IIIAIAN WIIINII 11111111117hIIIflAl3 Noxi momm�u unnnNmmmm �IIIII�III�IIIN IIIIIIIII�IINNIgNI� �IIIIIIII�IIII�NNiIIIIQNIII�III�ll�llll YIAIIIIICIIIIWIIII�NRNIINI�AIIIIAINII wl��i�'�t�iil�ii� ii■ilr��il -®oii•rii��iir �it^t+_�A�i•����� rites= I�SD7•p�i•�ii���ti��t� PWO !mJ INAMMULORUKAExubm R.1 PRO Ms M4 pwa to MwENAta & ELMAL SERVICES INCI EIE+�TACAIy Sri � 6 Electrical • Sign Contractor - EG=737 Attns Stefano Speno, Community Mersopr 3/18/16 This lertdr is to serve u verfffcatlon that American tghtlng Maintenance, seat a licensed Technician on 9/18/2016 to; Seaborne Cove, 3373 S. Federal Hlahw va Boynton Bench, FL to certify the Electrical car charger at that location, Station MocW MOD Serial 8 CSIC1301991 In Grod George G Turenne President American Ughtina Matntenance and Electrical Services, Inc, S 61-669-4854 P.O. Box 10066 • ANiere Beech • Florida • 58410 i-661 -00-4864 • Few. 581-4SD4 6 Amicar Lamis Mamma & Ezmm Smvm, IL wm v'v.ewW.aYnsW ,.. A:. EmIRC q far 1 WN SFM fzWc ioW • Sign Contractor • E00000737 Attn: Stabrw Spsno, Comrnu*y Muwpr This lataar is to nrw m verification that Amerlgn Ughft Malnterwrim sent a Licensed Twmk: an on W/18A018 to: Sssbome Core, 3373 S. Fadlpl HWmw, Boynson Bath, Fl. to cert!(+ the Electrical or dwpr at dW bcKlIcn. SWOon Modg DOW Send * CSIC1=704B Pon DlvWWIcs •� Input Voltage 242 Vac • Output Voltage_ %^ • Wand & Cagle Conditlon__ —.. In Good M �Condltlon QaorM G Turenns President An rim Ligtrdtr6 Malrttenwm and Elacullcel Sennas, Int. 561.46M4 r�3/21! 1m Iw+. 3/18/16 i 3/16/16 1 P.O. Ow 10606 • Ahnan Oeaoh • Ronda - 85410 1-G61-000 064 - Fw: 861.481 --MG Bill Devil TIME O MISN' t Pfapantp Oo�Md Nwnber 01.17y16.0�-37-O0 -0000 tMRT �w ODM! LLC • i!1 N MAC Mt OR FL 25 Q9GGD , A 60606-1885 'Go CM Palo 1 of 2 tam rumen aan�r�aar OGO�Od rr ��PO MriN1 1A�rltin ana�, R Ma•w h"WIV Type Red property Pro" Addn - 3501 C FWWAL HWY OOIYNIit M EMM FL 33M Deed Nin tw.` 0 Legal Description auuwrROAM GAPOM ALL OF K Tax i Asea Gflt Axwo M. GA mox 0 aw�lYia e.r a� Gadt NaCTax 9arh1w' TIME O MISN' t Pfapantp Oo�Md Nwnber 01.17y16.0�-37-O0 -0000 tMRT �w ODM! LLC • i!1 N MAC Mt OR FL 25 Q9GGD , A 60606-1885 'Go CM Palo 1 of 2 tam rumen aan�r�aar OGO�Od rr ��PO MriN1 1A�rltin ana�, R Ma•w h"WIV Type Red property Pro" Addn - 3501 C FWWAL HWY OOIYNIit M EMM FL 33M Deed Nin tw.` 0 Legal Description auuwrROAM GAPOM ALL OF K Tax i Asea Gflt Ad VlmWw Ghost Tax Gadt NaCTax 9arh1w' F.,;512,173.61 #0.00 1512,273.61 W.00 ..... 1318,335.52 X0.00 W19,B31.S% 10A0 90 MA WATFA azz 123,026M WAD $"i WA•37 .1D.W sym "v,113A4 10A0 1487,11344 10.D0 Go r4w. $4.1s216.t5 $43.106 a5 00.00 12,075.03 10A0 12,075.03 00A0 tj67r6O7.15 'WAD $67AD7.15 10A0 Sub Tobf $leA4,MM.60A0 *MIA t25M ,#0.00 Men Ad VYleran arm Tam 010 Nat Tax Savbp Mli.si &I'M. 6}J=RA7 eR tet^ 1}31,238.64 SOM 133,33x.64 tp.00 SSUMEM IM OMMOM $3i,3e7.5 *DM 132,767.35 #DAO Sub TcW 1+/3, MAS 10.00 WAMBAU 1A00 Toosl Tax Rs,ii8r884.86 40M 411"90 i4" *WN Trtr in�lstefrl 'Period BM Number Due Dab Rill Maar Tax DMOoust PWWWI/he Dltereet Tagl Due INET 1 101358846 3i31/2D16 2015 10.00, #DAG 1M *OM 10.00 Toth Our $am 1m Om 1i1m 110.00 i iso -dols to Tiur P'tYer Tax Certleloebw . �erm.nda nwde baowein 5jj31- BJ7' Of any year hdnw Illi purdlasa d . for ddbWwnt tames anti►. purdrtss(a) ARE a payrmrntdOnrtt. 'Ptld W ftft ff tion dWpWp the nasi dine Tv-S�rr u pwdm 8 vow MN number beyns with a Year (I.e. 20 P-001114), a lex DOW—in was sold ibr i r c ,_1 _. M Wklond aolMctlon Iiia of must be added to Me t" amount due for � j�d1 enc tax year ones a teat ear0c of hem bass mold. TM amount dui r shows above In the'hx 1�rR' to Hon under the ToW Due =toms. IK rs ether popmr be w rmWpt numMro jMs*V for lot Vssr In the Tex P@-- WM t esetlelsr 1 dalln+Iwnt tweao are dot. PO V& loos A Irrdstat ddlnqusrrt taxes and the tax bM cannot be pdd on4ns at thlm thea. k may almoNrldl0 I a reoM 7DA whw addltlossi flow m k*L o %Kt our oAtoe et 561-315.3264 or for i�ttp-J alp/Aacd,m�il/BillDebaii.esp�?p��-4�... �11�2Q1b Bill Detail Pap 2of2 Tm F-pateet _ '8111 Year Nil Number Receipt Number Amount Pard Li at Paid Pahl i 7015101958646 U16.187806 (i,457181i 98 IlItWZ015 SEA80URN COVE 1ttprJfpbdwLmmnom.oamtrahs/PmperWTax/A000nntDa UBiUDeliil.aW?p-OB-43-4(r... 4/18/2016 IrnapSearch - Print Raeulta Account *: 166798270 Bank 111 Posting Data: 1210912015 Tran Code: DOD000 ChecW6arlel M. DNOODOOMI RD: 0 Amount: $1,45T,61138 item Type: P Routing Tmnalb O7100001 BOFD: 000000000 Sequence #: 2.790207046 aw�ws Marew area x~ftm16 2M Ma ftm Dom rr.,+...nw�e*� 11Mam1� a�ioRv pPppinBe B" 3w TMCNINOer �Zbwaf:&— V*d flee Mule. R 3PA243M Page 1 of I bttpg:#hdujpfncben.net(ISD/ISDWeb/imaginglpfintfUfilhnent.htm 319/2016 Bill Detail TSK A00011/! Ftepmty CwWd Number 08-43-46-04-31.000-0060 Holing Addnsac HMT SEASOUM COW LLC: 1191 N WWW DR PL 2B CH1GeO , tl 60606.1885 Geo CD. Page l of 2 AMM Qi 0wow yr" T*M tArUdot e.rwaesem.M" Daft PA. noun W1dA w %wi FL da10saW p am y Type PAN Pdup, ty Property Addnw: 34M OLD DDM HWY BOVMTOR 11GMM FL 33483 Deed Number., d Legal 0400"UM MUMM (MMIC LT! 6 THM 14, LT L5 (LEN ELY 6.67 FT SR 5 RM, LTB 16 THIW 29 6.30 Fr ASND PT Of MILIA RD LYCf 2 OF M AM 70 LYS 6 TM 141N DRI9IIQ7P M • TRADE WMM EM AMID FIL 1211 LT5 37, A IT M (UM ELY .80 FT Nit 5 VW) t LT 59 QM ELY 3 rr 8R 511" Trod lk AMNBMNPMt Ad Vskmsm Groes Tax Axes M. Gwlrxox Sovinge SWPR1@r1QM a esdii� arattltNlsewwt direr �$CIAD $M, 1A0 baf� jam. TSK A00011/! Ftepmty CwWd Number 08-43-46-04-31.000-0060 Holing Addnsac HMT SEASOUM COW LLC: 1191 N WWW DR PL 2B CH1GeO , tl 60606.1885 Geo CD. Page l of 2 AMM Qi 0wow yr" T*M tArUdot e.rwaesem.M" Daft PA. noun W1dA w %wi FL da10saW p am y Type PAN Pdup, ty Property Addnw: 34M OLD DDM HWY BOVMTOR 11GMM FL 33483 Deed Number., d Legal 0400"UM MUMM (MMIC LT! 6 THM 14, LT L5 (LEN ELY 6.67 FT SR 5 RM, LTB 16 THIW 29 6.30 Fr ASND PT Of MILIA RD LYCf 2 OF M AM 70 LYS 6 TM 141N DRI9IIQ7P M • TRADE WMM EM AMID FIL 1211 LT5 37, A IT M (UM ELY .80 FT Nit 5 VW) t LT 59 QM ELY 3 rr 8R 511" Trod lk AMNBMNPMt Ad Vskmsm Groes Tax Crud!! Nat Tax Sovinge GM Qt -low .$301;,681.40 �$CIAD $M, 1A0 $DAD ' $130 ;$DA 1LTO,UO-u "AD 19,386.84 '"M #0.386.64 10.00 SQM •4198.574.87 ,$DAD ,«108,574M 40.00 1 CUT, rawsavac-P-MIK4 117,650.22 ;10.00 117,650.?Z '10.00 ! E,I,LL 51845.90 10.00 1111114LOD $0.00 �5.*AM Ste" QKM $i7,MCIA6 #0.00 :$V U0.46 $DAD Bub Two! $Bq.VII& s Was 4Mpl.zS&M $11A y Non Ad VoMxwn Won Tax Croft Nit Tax WMngs j"M WASMAUMMM at Ix 115,010.39 10.00 !15,010.59 $0.00 Auk a 1L5,501.50 10.00 115,501.50 djD.00 . ,bw Ql0r018.N 1 ifl.N $GAD TbW lax "saAXL34 , "All '"312,132.,4 1•As TM Mnstoonum �Prtod till Number Dui Daft 01 Year Tau - �Dkwunt Pain /Fes lnbered Total Due PET 1 .101358147 3/31/2016 2Ois ' 1D.00 .10.00 10.00 10.00 10.00 Taal DUN Mme; sl1111.11101 W" Nodoo to Tax Pt"w • Tax MaAfNslam Psyrtwits nude babween SAL -GP d wry yser lndowhis ft pumhw of i Ibrdiquenttrxa■ adtlf. OIttC WSW ME N4'PI' ■ paYn ent of taxes. `Paid By'xwbrnratlslly ils ttda dame of ft purtftsrsr. If your 1611 number boubw w8h a year 0.e. 7023-001234), a Tax tbrificab was said br Ihfll=d erg. M add5t wl a ftedon he of #&= must be added m the ftta) at00idrdt due fbr each daft* =* lox your once a tux oertl8cate hes bean e0f0. Thu aMAM due Is shown dibone In the `to WoRmene section under the Total Due mtu+tm. SF day oMwr pop mels er r"do mumbars dlMiplaks far tlut roar in the Taft Pere 9w2&M ddbvpm* hw@gs era dtkdla. ++• 'rbb Um a Indkobs daknquwtt b m and the bad MI cannot be paid on*w at ttds time. It my alae Indlal6r a raeaddt TDA whom Ktftnol tiles urs MAWS& Owftd our a Ras at 561-355-2264 or ! ; w .. - f • -: 1; • 1 ', hr addBlonsl d MIL bq. WdAnootnfDAWZ7P=08-43-46,.. QW2016 Bill Detail Pale 2 of 2 rM fwrownt am IMI RMONIPt Amount Pald Last Paid Pak! Sy Near Number Number 2015 10135@147 016.175721 #508,677.45 11/35/2D15 SEACOVE PHASE It /1iART SPASOURN COVE LLC W.//ply.mmntmaoomr fib&'PmpwW7' dAaoou DmW/BilWeuil.aaprrp-os-4s-46-... 4/18n016 moi Chsdd5nldt:1244 TolTtwO�rrilt Yrlmc Wry ��MM (►► p� �q Mn Account*: 237700050 .n.n.ohm LL I" Amount: 598,67 1.45 isa womaw sm mrpm�wft/mI�w �NlrAo!/1!lsouim IWIPTJ:' 77 iH ODOR �N �Mr1 OM� � Qtl�� PD An »a INMPrin nmmk PL =Wa4m Pap 1 of 1 hupeJ/disbam-pas bmoWn ngnimAo 3/1&2016 � f } r �4 Pap 1 of 1 hupeJ/disbam-pas bmoWn ngnimAo 3/1&2016 SEABOURN COVE - PHASE I & If INCENTIVE CALCULATION WORKSHEETS SEA®OURW COVE - PHASE I INCENTIVE CALCULATION WORKSHEET FY 2010.2017 (Tax Year = 2016) As of: July 1. 2016 _ Valuemof the Project prior to Redevelopment (BASE YEAR) Bass Ysarm'1011 PCN 08-43-06-W-87-001-0010 - — - = _ S 450,000 PCN 084346-04.37-001-0020 $ 11615,000 PCN 08.43.48.04.37-001-0030 ; = 135,000 'PCN 0843-46-04-37-001-)040-- - s - TT 1,020,000 PCN 084346-04-37-000-0000 (Remalrth PCN, for tax year 2014) TOTAL BASE YEAR 5,120,0 a (95% of ProLeot Increment X (Gty MYlage + County MOage) s Rats• mfribudon = 95% of Project Increment X Gly Mllage 139s Rata* *budon = 95% of Project inorwerit X County MW e are aet annualy tty the Oly and County as part of their raWecl Ve AVJM = AWBM Fg=f X Factor - , nw tD Candlibm fbr Dlsbufawnsne • assflon LZA of drrats Irtesnttve Fundlno Aartramant doled August 14. 2012 Ott d Direct Incer" Propmn Funds shd coder upon (i) the CRA's scoeptenos d s properly docurnarded and wpporled sudlt Report by the CRA Board, (2) nml cwW d m of tax ammomwb wkhin tate CRA District by the Palm Beach County Property Appralsar for the prece ft year, and (3) dock evidencing psymard by the d"opw of ad valor m tames for the preceding year. 46r"la 0.0079 ockv 511,910 0.0047815 4Cowty 4 Yssr 4 of 10 T,0EaVEL0PMPPI Cm - Apart 01IFA -rmbwm GoviA2017 DIFA AUDrr m Year 4 o PhwG I & II m FY 1&171TIF C&WWM sedwirn com Phase I BOYNTOk AE AC�1 COMMUNfrY REDEVELOPMENT AGENCY _ SEAWURN CONE - PHASE jt PLEDGED PROJECT INCREMENT REVENUE CALCULATION WORKSHEET FY 2016-2017 (Tax Year ■ 201M As of July 1, 2018 Irwie -o# ect prior to Ftc�l"opment (B � _ T- Bass Year t CN P 08 -48-4B04.17.000-0370 R- 18E Soum Property Appm1wr $ 29,077,789 -90A2018 venue = (95% of Project Increment X (M MEspe + Courn� Map) IMIge Rabe• 0.0079 .4Ctty t TIF CmbUon = 95% of Project Increment X CIS m i 218,785 Milege Rate - 0.004 15 4Ca wo my ConMxAon = 95% of P—m ed Incremerrt X Cour>Ity 11lle 181,198 e Rates are sat annuay by the Cky end County as part of their respeaft budget processes. I TIF Revenue created by Project f 347,983 ve Avverd Award Factor X TIF Rwmus created by Project - - Fades _ _- 50% Ahmbed Pledged Project Inrwnent Revenue to t? mAoper 113.982 4 Yaar 3 cf 10 temsinbng with CRA ---- 5 1113,982 T: ENT1Saebmm Cove ApwtmertsWIFA Sarbmm Com=1 7 DIFA AUDIT - Yew 4 . Phas I & 11 - FY 19=131TIF Coleulat m Seabourn Cove Phm 11 06 L LWLEWISLONGMM I WALKER Reply To: West Palm Beach March 31, 2017 Kenneth M. Kaleel, Esquire Kaleel & Crozier, PLLC 54 NE 4th Avenue Delray Beach, FL 33483 Re: Property: 480 E. Ooean Avenue, Boynton Beach, FL Buyer: Ocean Avenue Pride, LLC Seller: Boynton Beech Community Redevelopment Agency Dear Ken: As a follow up to my February S, 2017, correspondence regarding the above referenced property, this will serve as a reminder that a Certificate of Completion must be received by your client no later than August 2, 2017, per Paragraph 3 of the Contract Addendum. Please let me know if you have any questions regarding they above. Sincerely, CJ /� enneth KWD/jib CC: Mike Simon, BBCRA Theresa Utterback, BBCRA JAIKBONKLE TAUAPANH 'ate W c �iMLMBbY01t F: BOYNTO 0� BEACH CRA CRA BOARD MEETING OF: April 11, 2017 1 Consent Agenda I I Old Business I X I New Business I I Legal Information Only CRAAB AGENDA ITEM: XIV.C. SUBJECT: Consideration of the Purchase of 340 NE 10th Ave (MILK, Jr. Blvd) SUMMARY: CRA staff was contacted by the owner of the property located at 340 NE 10th Avenue (MLK, Jr. Blvd.) to discuss their desire to sell the property. The property is within the Heart of Boynton District at the eastern end of Martin Luther King, Jr. Boulevard. It is currently vacant land lying within the General Commercial (GC) Land Use category (see Attachment 1). The owner of the property has agreed to sell the parcel to the CRA for a purchase price of $50,000. An appraisal was done on March 27, 2017 with an appraised value of $46,500 (see Attachment II). Recent appraisals and vacant property purchases made by the CRA within the Model Block Project area over the past 30-60 days, supports the sale price being offered by the owner. As indicated on the map (see Attachment III), this property is in the immediate proximity of three (3) vacant parcels of land owned by the City and the CRA making the acquisition of this parcel advantageous for the CRA and future redevelopment opportunities. The Purchase and Sale Agreement is provided as Attachment IV. FISCAL IMPACT: $50,000 plus approx. $2,500 for closing cost allowance from approved FY 2016-2017 Budget, Line Item 02-58200-401 CRA PLAN, PROGRAM OR PROJECT: 2016 Boynton Beach Redevelopment Plan CRAAB RECOMMENDATION: Recommends approving purchase of 340 NE 10th Ave RECOMMENDATIONS/OPTIONS: 1. Approve the Sale and Purchase contract with Larann Land Investments, LLC for the property located at 340 NE 10th Avenue in the amount of $50,000 plus $2,500 for closing costs 2. Do not approve the Sale and Purchase contract with Larann Land Investments, LLC for the property located at 340 NE 10th Avenue. Michael Simon, Interim Executive Director RA BOYNTO =BEACON 710 N. Federal Hlghway, Boynton Beach FL 33435 Interim Exec Director, Mlchasl Simon �Bt-60Q-9091 Website: www.catchbovnton.com Email: gknonmabbfl.u§ 2016 Boynton Beach Community Redevelopment Plan: Heart of Boynton District (Pages 905 through 117 of the 2096 Boynton Beach Community Redevelopment Plan) Introduction Planning Challenges Planning Considerations The Vision Recommendations IDS Introduction C. Stanley Weaver (C -Canal) canal to the north, 1-95 to the west, N.E. 3rd Avenue to the south and the The Heart of Boynton District is a 380 -acre FEC rail line to the east. The area Is within walking neighborhood developed predominantly with distance of the Cultural and Downtown Districts. single-family homes. The neighborhood has several parks, two public schools and numerous A major arterial road—Seacrest Boulevard—runs churches. Unfortunately, it has been the victim through the neighborhood north/south. Martin Luther of disinvestment over the last 50 years. The two King, Jr. Boulevard, once lined with locally -owned Census blocks of Tract 61 which encompasses businesses, runs easttwest. this District have the median household Income of X20,848, the lowest in the City. There ars two public elementary schools In the neighborhood, Poinclone and Galaxy. Both schools To oounterthe decline of the neighborhood, in 2001 are STEM schools (Science, Technology, Engineering the CRA and City adopted the Heart of Boynton and Math). Community Redevelopment Plan. The Plan was updated in 2014 to reflect the achievements of the There are a number of parka and special use areas original plan and add new projects to reflect the within the neighborhood, such as, Carolyn Sims current market conditions. Community Center, Galaxy Park and Scrub and Sara Sims Perk. A number of recommendations of the original CRA Pian have been Implemented, Including: • The demolition of the Cherry Hill public housing project • The redevelopment of the Boynton Terrace site - Ocean Breeze West - Into 21 single- family homes Redevelopment of Wilson Park and Into Carolyn Sims Community Center • Expansion of the Palmetto Greens Park Redevelopment of Sara Sims Park G Master Plan created, property acquired Strestscape Improvements on Seacrest Boulevard Redevelopment of Martin Luther King, Jr. Boulevard - Property acquired and Family Dollar developed Development of new housing o 80 new single family homes developed In partnership with nonprofits, the City and CRA. The Heart of Boynton District is bounded by the (61 pi4s (] isojW4g JA UB2}� 15 s7un6r� The Heart of Boynton area suffers from an aging the neighborhood; dearly, the road is not presently and poorly maintained housing stock. The CRA designed at a neighborhood scale. and City, In partnership with local non-pra ts, continue to develop single-fam0y homes, but Both Seacrest Boulevard and Martin Luther King, Jr. there Is a need for quality affordable mufti -family Boulevard have older, III -maintained power poles with rental housing. The problem Is that—given !ow overhead udittles, causing a visual bilght median household Incomes --It cost more to build even modest apartments than many of the families can afford. This gap will has to be filled through some form of a subsidy. Another major deterrent to private Investment Is the visible blight and crime. There are still a number of small convenience stores that allow loitering and illegal activities for all to see, discouraging people to buy homes or Invest In businesses within the area. The District Is comprised of small parcels platted In the 1920's – 1930's, during Florida's land boom. The parcels are owned by many different people making assembly of a developable site very dH`flcuR and expensive. Moreover, many owners have an unrealistic sense of the value of their property. Over the years, the neighborhood has lost most of their retailers and service providers. There Is no full service grocery store and only one take- out restaurant. The majority of commercial use Is represented by convenience stores. A new Family Dollar store at the comer of Martin Luther King, Jr. Boulevard and Seecrest Boulevard has been a welcome addition, but there Is a need for more retail services. The neighborhood is bifurcated by a four - lens Seacrest Boulevard, which has only one signalized pedestrian crossing even though there are two elementary schools In the neighborhood. The width of the road and drive aisles encourage speeding through Several factors were considered in determining the Historic District. There are a significant number of land use designations for the Heart of Boynton District. historic cottages located along both Was of NE A future commuter rail station for the planned Tri- 3rd Avenue and the south side of NE 4th Avenue Rail Coastal Link service, which will serve the South between N. Seacrest Boulevard and NE 1st Street. Florida metropoiltan region, is planned for downtown at In order to protect these cottages while allowing N.E. 4th between Ocean Avenue and Boynton Beach commercial redevelopment of the south side of NE Boulevard. To improve land development patterns 3rd Avenue, the Plan recommends that In advance of station development, the City adopted a Downtown Transit Oriented Development District • The historic cottages from the south side of (DTOD), covering a'rr mile radius around the station's NE 3rd Avenue be relocated to the vacant location, including a portion of the Heart of Boynton. The lots on the north side of NE 3rd Avenue. DTOD district regulations support Increased Intensity of development through a 25% density bonus. On completion of the relocations a historic A second consideration Is the Transportation Concurrency Exception Area (TCEA) which, In addition to the residential exception area applicable east of 1-95, exempts all development from the Palm Beach County traffk; concurrency requirements thus allowing denser development. The Plan recommends Increasing density within the area where the TCEA and TOD designations overlap. However, because this District is a low - scale neighborhood, no Increase in height over 45' Is recommended. 1 district, tentatively called Shepard Funk Addition Historic Cottage District, be created within the block enclosed by N. Sescxest Boulevard, NE let Street, NE 3rd Avenue, and NE 4th Avenue. 109 The Hear' of Boynton area will become a nxxW ne/ghborhood, with Its unique character and history preserved. The vision Includes enriching the aminal vernacular architecture of the neighborhood, Investing In housing and commercial uses, and connecting both through the pedestrian and vehicular networks. Streetscape enhancements are recommended for the Seacrest Blvd and Martin Luther King Jr. Blvd. The space for these enhancements may be obtained through either right-of-way dedications or public easements. The enhancements should Include: • Implement a Complete Streets program for Seacrest Boulevard and ML K Jr. Boulevard to accommodate bike lanes and bike racks, widening of sidewalks, decorative street lights, street furniture, and on -street parking. • Marking cf major Intersections with materials such as pavers, paint, etc. • Enhanced median landscaping • Bus shatters (will be required as part of new construction) • Additional signalized pedestrian crossings (Including mld-block) along Seacrest BoulevardAdditlon of canopy street trees • Creation of a Pedestrian Zone adjacent to the dght-of-ways that Is Inviting, safe and Includes: • Minimum 8' wide clear sidewalk • Decorative light poles at both the vehicular and pedestrian scales • Require Installation of canopy trees that provide Immediate shading at time of construction • Undergrounding of overhead utilities • Creation of a greenway to connect the greenway proposed along NW tat Avenue, Sara Sims Park, and Wilson Park per the Connectivity Pian • Creation of an eoo-trall to connect the eAsting scrub and linear parks per the Connectivity Plan Rgoe G9 Seat:reti° Plvv Streemr,a_Ie Area s+oP, ar r -r rr;, ra Figure 62: MLK ,Ft. Blvd. St ed Section arm The existing land use designations within the He fl of Boynton Dlatdai arc: • Low Density Residential — 5 units per acre (s:0 of t!is land use designation Is n n"ted an the wast side of Sescrest Boulev®ld. • Medium Density Residential -m 10 units per acre (this land use designation is concentrated an the east side of Seacrest Boulevard) • High Density Residential —11 units per acre (currently over the Ocean Breeze West development and along W. Seacrest from N.W. ft to N.W. 9th) • Mixed -Use — 40 units per acre (this land use designation Is placed on the CRA -owned Ocean Breeze East block and on CRA -owned property along MLK, Jr. Boulevard) • Local Retail Commercial, General Commercial, Industrial, Recreational, and Public & Private Governmental/Institutional Below Is a table of the proposed land use and zoning designations that will apply within the Federal Highway Corridor District: Table 7: Recommended Future Le.�rd Use (FLUI Cdss~ons wlthln the heart of Boynton Dlstrld LNE) USE DENSrTYCORRESPONDING ZONING Cr4P Ii'WW FIG�v't' mkcs4AG 50 IaC 2, As4G 3 50 TV Mixed -tae lox 20 IAU-i 20 141 rgh De:'wity 16 R4, [ISD 16 46 Residri Meda Density i 1ILo'JD I Reside 11 46 Lbw Density 7.6 11 i -A A, R-1-AAB, R -1 -AA, R-1-& RA PUD 1.6 : C-2. C'3' POdcommercial S camisrow�� sale 1 4-V k,doWN rVs Wi n1a6 ! 45' PPOI WE Pubb. Usa2s Nm 1 4V Ramon rVe RwimMon p+ta 1 46° 'prop m -l- laww VdWW_VjaM MEY V631w6 a 25% donatty bmnue Figure 63: Recommended Land Use far the HoW of BowdDn DMict Weeon �ro u�or+varr.w�ngs�r. M+nowvarrurr coq n w« ",�r++a�Mrrrroar6r•we ��M W ►4R 4nr11 M11�rw erten Soar IW IYMorw� �lIGD �i.rrars�r,rla�p iWu�►.OWria. ' 1betMrr MW b�Yr LE • There are three architectural styles of historic structures In the Heart of Boynton: Mission, Frame Vernacular, and Mediterranean Revival. When building in this Disbict, new development shall attempt to utilize one of these architectural styles. • A Historic Cottage District should be considered adjacent to the proposed Cottage District; where feasible, historically contributing cottages In the area shall be relocated in the Historic Cottage District. • Commercial buildings fronting MLK Jr., Boulevard and/or Seacrest Boulevard shall maximize the amount of glazing. • Residential buildings fronting MLK Jr., Boulevard and/or Sescrest Boulevard shall be designed to have pedestrian access from the main road and have front door facing the main road. • All buildings along MLK Jr., Boulevard and/or Seacrest Boulevard shall be set back to allow for a pedestrian zone. • Approximately 756 of the lot frontage must be occupied by structure and be adjacent to the pedestrian zone. • Buildings fronting MLK Jr., Boulevard shall be a maximum of two story and stepped back to continue to the maximum allowed height In the designated Zoning District. • Pa►idng shall be located to the rear or side of the buildings • Curb cuts shall be permitted on Boynton Beach Blvd only when access Is not possible from the rear or side. • When adjacent to commercial uses, single-family areas shall be protected through the use of landscape buffers and/or wells as appropriate. MLK Commercial & Multifamily — Model Block — Sara Sims Park— Ocean Breeze East Cottage District— Proposed Hlsiorrk Cottage District F y,fr L4. Heart d Boynton F mj-fc:r Sara SI s P rk Exoanslon Working with residents of the community, the CRAend its consultant created a master plan for the expansion and Improvement of Sera Sims Park. The CRA has also purchased seven properties and deeded them to the City In preparation for the eventual expansion of the park. Staff will review the feasibility of converting a portion of Sara Sims Park Master Plan, along the western boundary, from Recreational Land Use to Single Family. This process shall Include a public meeting, the Parks and Recreation Board review and recommendation, and City Commislon approval. Ocean Breeze East A pure fig: 'ars . ms xnenaan The CRA owns 4.5 acres of vacant land east of Seeorest Boulevard between N.E. 6th and 7th, �: ; s +t• + t 1$ Avenues. The CRA Is seeking a private development r ', partner to build a mufti family project on the alto. "" '" 90pap District The CRA owns appro)dmately 5 acres on the block between N.E. 4th and 5th Avenue. The CRA's goal for this site Is to attract a private development partner to build single-family for -sale homes in the style of the surrounding historic cottages. MLK Commercial Leveraging CRA -owned land and economic development grants, the CRA was able to bring a Family Dollar store to the Martin Luther King, Jr. Boulevard corridor In 2015. The CRA owns additional land on the corridor and continues to work with developers to attract new and needed neighborhood retail. MLK Mufti Family Utilizing CRA -owned land, the CRA is seeking to attract a private development partner to build a multi- family development along the Martin Luther King, Jr. Boulevard corridor. The development may Include commercial uses. Figure 88: Oman Brm East a P lk 00, APPRAISAL REPORT VACANT LAND 340 EAST MARTIN LUTHER XING, JR. BOULEVARD BOYNTON BEACH, FLORIDA 33435 b'9 Vance Real Estate Service 7481 Northwest Fourth Street Plantation, Florida 33317-2204 for Boynton Beach Community Redevelopment Agency 710 North Federal Highway Boynton Beach, FL 33435 March 27, 2017 e March 27, 2017 Boynton Beach Community Redevelopment Agency 710 North Federal Highway Boynton Beach, FL 33435 Vance Real Estate Servlce IRE: Vacant Land, 340 East Martin Luther King, Jr. Boulevard, Boynton Beach, FL 33435 (Legal description is in the report.) Ladies and Gentlemen: In fulfillment of our agreement, we transmit our Appraisal Report, in which we develop an opinion of market value for the fee simple estate in the referenced real property as of March 27, 2017. The report sets forth our vahre elusion, along with data and reasoning supporting our opinion. This report was prepared for and our professional foe billed to Boynton Beach Community Redevelopment Agency. Our analyses have been prepared in conformance with the Uniform Standards of Professional Appraisal Practice (USPAP 2016-2017). This report is for exclusive use of the client for internal audit purposes. Jesse B. Vance, Jr. and Claudia Vance visited the property. If you have questions or further needs, please contact the undersigned. As a result of our analyses, we have developed the following opinion of the market value of the appraised property, subject to definitions, certifications, and limiting conditions set forth in the attached report. FORTY-SIX THOUSAND FIVE HUNDRED DOLLARS 546,E (7XU LETTER MUST REMAIN ATTACBED TO THE REPORT WrFH THMTY-EIGHT (38) NUAOERED PAGES PLUS ADDENDA FOR THE VALUE OPIMONSET FOR7H YU BE CONSIDERED VALID.) Respectfully %submitted, Va„^ Jesse B. Vance, Jr., MAI, SRA, ASA S��taQQte,Certified General Real Estate Appraiser RZ-85 Claudia Vance, MAI Stat& -Certified General Real Estate Ammiser RZ-173 MBA REAL ESTATE MANAGEMENT AND DEVELOPMENT x 7481 Northwxg 46 Stred, Plantation, FL 33317-2204 954/583-2116 TABLE OF CONTENTS Paste Number Title Page i Letter of Transmittal ii Table of Contents iii I I a V ,I#) 0 o e Ob ect Property Aerial photo of the Subject Property 1 3 1-3-5 We Location Map 4 5 1-3-5 Mile Summary of Demographic Statistics Summary of Important Facts and Conclusions 7 S ALY E NCLUSIONS cio ent t ser Intended Use 8 8 Identification of Real Estate Appraised 8 Ownership 8 Property Address and Legal Description 8 Real Estate Tax Analysis 9 Market Area Description 10 Zoning 14 Site Description 15 Real Property Interest Appraised 16 Appraisal Purpose and Definition of Market Value 17 Effective Dates of the Appraisal and Report 18 Scope of the Work 18 Summary of Information Considered 18 Property History 19 highest and Best Use 19 COMPARISON APPROACH- LAND VALUE 22 Land Sales Documentation 23 Land Sales Comparison Chart 31 Valuation by Sales Comparison 32 FINAL VALUE OPINION 36 Certification and Limiting Conditions 37 ADDENDA Acquiring deed Copy of "R-2" Zoning Ordinance USPAP Standards Rule 2-2a Qualifications of the Appraisers INTRODUCTION 0 APPRAISED LAND, LOOKING SOUTH 340 E MARTIN LUTHER KING, JR BOULEVARD MARTIN LUTHER KING, JR BOULEVARD, LOOKING WEST PHOTOS OF APPRAISED LAND & ENVIRONS 340 E MARTINI LUTHER KING, JR BOULEVARD BOYNTON BEACH, FL s . MARTIN LUTIiSR KING, JR. BOULEVARD LOOKING BAST PHOTOS OF APPRAISED LAND A ENVIRONS 340 B MARTIN LUTHER KING, JR. BOULEVARD BOYNTON BEACH, FL 2 sfm FU vavzfl MUKAOR (MVAZ9UOff 'fff 'ONDI WARM NUMM ISVZ OK QNW7 GZSrfgJ" CV) T - Ldw #IN* Lak! Ati01f.G I' = Lrtw.e0 tic ":11 worth i ±t,A C,.South i rs(•As Pdm �rat:A aIPA fs*mdt IM�rnUg�n M1!MCf ..*tt7�1�i iWPM, off rd, Y.rn,n pa + 1 2 ti • i k ®ar R� � S � • y ®Nn ad `gprp _ dtf� �� � n cu,.+zv. t. ,• Cl.a g41+;,�gp Ntt+ fz �Y� Q;Ytaq V.bU Zft `G�` ip r Cn. StrMA < CokntrlCipB } Rog >- v� aq yo 9001 sa ��s POfAt Dlf�q VU a Ortd� ltf�S�tel.Ye' t `. W*Asetc A Id C�l� v ttiMtBt 1-3-5 MII.E RADII FROM THE APPRAISED PROPERTY 340 NE I& Avenue Boynton Beach, Florida 4 esn' BBCRA 340 NE 10 Ave 3.2017 VANCE REAL ESTATE SERVICE 340 NE 10th Ave, Boynton Beach, Florida, 33435 I alltude; 26.5360S Rings: 1, 3, 5 mils mdll Longitude; 80.06052 1 mile 3 miles 5 miles 2000 Population 12,736 71,247 157,763 2010 PapulMbn 13,037 80,502 176,139 2016 Population 14,239 86,590 186,486 2W1 Population 15,322 92,308 197,299 2000-2010 Annwl Rabe 0.23% 1.23% 1.11% 2010-2016 Annual Rate 1.42% 1.17% 0.92% 2016-2021 Atawal Plats 1.48% 1.29% 1.13% 2016 Mak Papulation 49.2% 47.9% 48.0% 2016 Female PMirlNtiah 50.8% 52.1% 52.0% 2016 Madlon Ape 41.1 43.0 45.6 In the WantiNed ams, tihs cu. ni nt year population Is 186,486. In 2010, We Census count In the area was 176,139. The rate of change since 2010 was 0.92% annueft The 11v♦raer projection for the population In the area Is 197,299 representing a change of 1.13% annually from 2016 to 2021. Currently, the population Is 48.0% male and 52.0% female. Nedba Acle The medlen age In this area In 41.1, compared to U.S. median age of 38.0. Rias and SI akRp 2016 Whft Atone 37.1% 61.1% 65.9% 2016 Bladc None 56.5% 30.2% 24.8% 2016 American IndlarVAlasim Native Nage 0.5% 0.3% 0.5% 2016 Asian Alerts 0.9% 2.0% 2.3% 2016 Padfk Islander None 0.0% 0.0% 0.0% 2016 Oliver Race 2.7% 3.5% 3.9% 2016 intro or bions Rags 2.3% 2.8% 2.6% 2016 Hispanic Origin (Any Race) 11.6% 17.0% 18.0% Parsons of Hbpenic origin represent 18.0% of the population In the Idwfflf d area compared to 17.9% of the U.S. population. Persons of Hispanic Origin may be of any race. The Diversity Index, which mires the probability that two people from the =me area will be ffrom dl fent race/ethnic groups, Is 65.1 In the We~ area, compared to 63.5 for the U.S. as a whale. Househelda 2000 Households 4,697 30,927 68,756 2010 Households 4,891 34,199 75,282 2016 Total Households 5,379 36,560 78,894 2021 Total Households 5,611 38,886 83,100 200002010 Annual Rate 0.41% 1.01% 0.91% 2010.2016 Annual Rate 1.53% 1.07% 0.75% 2016-2021 Annual Rata 1.56% 1.24% 1.04% 2016 Average Household Shra 2.62 2.34 2.34 The household count In this area has changed Atm 75,282 In 2010 to 78,894 In We current year, a change of 0.75% annually. The five-year projedlan of households Is 83,100, a change of 1.04% annually from the current year total. Average handhold size Is currently 2.34, compared to 2.31 In the year 2010. The number of ffamilies In the currant year In 45,617 In tfhe specified arm. d;�a:.raa L x.nrf ;. _4d In wmint doer;: t0 £amntery Ftrw i, Carl tt'recsww frr ir+n6 and 3021. FsrS thttvEr o GaEt.ur::l oats. Into 2010 fsopftpr.i March 27, 2017 5 t Iresn 5,696 36,904 82,083 2000 Owner Occupied Housing Units 3,130 22,381 BBCRA 340 NE 10 Ave 3.2017 2000 Renter Occupied Housing Units VANCE REAL ESTATE SERVICE 340 NE 10th Ave, Boynton Beach, Florida, 33435 17,277 2000 Vacant Housing Units Rings: 1, 3, 5 mile redll 5,978 13,326 2010 Total Housing Units 6,390 1 mile 3 miles 5 riles Medlar Household In 22,145 52,383 2010 Renter Occupied Housing Units 2016 Median Household Income $37,178 $46,101 $49,379 2021 Median Household Income $40,330 $53,203 $55,840 2016-2021 Annual Raba 1.64% 2.91% 2.49% Avesugo Household Income 21,336 50,572 2016 Renter Occupied Housing Units 2016 Average Household Income $58,929 $65,357 $71,852 2021 Average Household Income $64,178 $71,994 $79,281 2016-2021 Annual Rata 1.72% 1.95% 1.99% Per Capilb Income 22,299 521664 2021 Renter Occupied Housing Units 2016 Per Capita Income $22,548 $28,175 $30,833 2021 Per Capita Income $24,572 $30,882 $33,807 2016-2021 Annual Rabe 1.73% 1.85% 1.86% Household# by income In five years, madien value is projected bo change by 3.13% annually to $221,646. Currant median household Income is $49,379 In the ares, compared to $54,149 for all U.S. households. Median household Income is projected to be $55,840 In five years, compared to $59,476 for all U.S. households Current average household Income Is $71,852 In this area, compared to $77,008 for all U.S. households. Average household Income Is projected to be $79,281 In five years, compared to $84,021 for all U.S. households Current per capita Income Is $30,833 In the area, compared to the U.S. per copra Irma of $29,472. The per capita Income Is projected to be $33,807 In five years, Compared to $32,025 for all U.S. households 2000 Total Housing Units 5,696 36,904 82,083 2000 Owner Occupied Housing Units 3,130 22,381 51,476 2000 Renter Occupied Housing Units 1,567 8,545 17,277 2000 Vacant Housing Units 999 5,978 13,326 2010 Total Housing Units 6,390 43,278 94,291 2010 Owner Occupied Housing Units 2,926 22,145 52,383 2010 Renter Occupied Housing Units 1,965 12,054 22,899 2010 Vacant Housing Units 1,499 9,079 19,009 2016 Total Housing Units 6,992 46,054 98,899 2016 Owner Occupied Housing Ung 2,840 21,336 50,572 2016 Renter Occupied Housing Units 2,540 15,223 28,321 2016 Vacant Housing Unb 1,613 9,494 20,005 2021 Total Housing Unka 7,540 48,546 103,694 2021 Owner Occupied Housing Units 3,022 22,299 521664 2021 Renter Occupied Housing Units 2,789 16,587 30,436 2021 Vacant Housing Unix 1,729 9,660 20,594 Currently, 51.1% of the 98,899 tKm hg unRs in the arae are owner occupied; 26.6%, ranter occupied; and 20.2% are vacant. Currently, In the U.S., 55.4% of the homing units In the area ars owner occupied; 32.9% are renter occupied; and 11,7% are vacant. In 2010, there were 94,291 housing units In the area - 55.6% owner occupied, 24.3% ranter occupied, and 20.2% vacant. The annual rata of change In housing units since 2010 Is 2.14%. Median horns value In the arm is $190,198, compared to a median horse value of $198,691 for the U.S. In five years, madien value is projected bo change by 3.13% annually to $221,646. March 27, 2017 6 SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS PROPERTY APPRAISED: OWNERSHIP: LAND AREA: BUILDING ]MPROVEMENTS: ZONING: APPRAISAL PURPOSE: INTEREST APPRAISED: CURRENT USE: HIGHEST AND BEST USE: Vacant land 340 East Martin Luther King, Jr. Boulevard Boynton Beach, FL 33435 Larann Land Investments LLC c% Anna Billingsley 835 Paw Prints Avenue Melbourne FL 32934 50 feet x 155 feet a 7,750 square feet Note: dimension and size are from public records. No sketch of survey is available for review. None "R-2", Single and two-family residential district in the city of Boynton Beach To develop an opinion of market value Fee simple Vacant Single family residence under current zoning and land use VALUE BY THE SALES COMPARISON APPROACH: 7,750 square feet a $6.00 per square foot FORTY-SIX THOUSAND FIVE HUNDRED DOLLARS VALUATION DATE: March 27, 2017 Exposure Time: 12 months prior to selling at the appraised value 7 DESCRIPTIONS, ANALYSES, CONCLUSIONS APPRAISAL REPORT This is an APPRAISAL REPORT that complies with Standard Rule 2-2(a) of the Uniform Standards of Professional Appraisal Practice (USPAP 2016 - 2017) 2 2(a)(r) State dee identity of the client and any intended usem by name or (we; The client and intended user of this report is the Boynton Beach Community Redevelopment Agency. 2-2(a)rd) State the intended use of dee appraisal; The intended use of the appraisal is for internal audit purposes. Any other use is not intended 2-2(a)(Hi) Summarize information sujkknt to identify dee real bwolved in the gppraba4 including dee physical, legal and economic property characteristics relevant tv dee assignment; Owner: Lamm Land Investments LLC c/o Anna Billingsley 835 Paw Prints Avenue Melbourne, FL 32934 Property Address: 340 East Martin Luther King, Jr. Boulevard Boynton Beach, FL 33435 Legal Description: Lot 5 less the north 10 feet for road right-of-way, ROBERT WELLS SUBDIVISION, Plat Book 11, page 66, Palm Beach County, FL Census Tract No. 61 8 APPRAISAL REPORT (continued) 2 2(a)(iii) Summarize information surkient to identify the real estate involved in the appraisal, inchuling the physical, legal and economic characteristics relevant to the assignment, (continued) Real Estate Tax: Parcel Control Number: 08 43 45 2104 000 0050 Land Value: $11,982 Improvement Value: -0- 0 -Total Total Value: $11,982 Assessed Value: $ 8,346 Ad Valorem Tax: $ 208 Non Ad Valorem Tax: $ 0 Properties are assessed in arrears by the county property appraiser. The tax bill is issued in November and a 4% discount is given to a tax payer if the amount is paid in November. The discount diminishes until March, when the tax is due and payable. In Florida, the taxable (assessed) value for non - homesteaded properties can be increased to a maximum of 10% per year, from tax year 2009 going forward, based on a constitutional amendment voted on by the electorate of the state. There are some exceptions which relate to school taxing districts. However, the millage of the city can increase; thus, real estate taxes can continue to increase from year to year. The 10% per year increase cap accounts for the difference between the Total Value of the appraised property and the Assessed Value. 9 APPRAISAL REPORT (continued) 2 2(a)(ifi) Summwiw information sufficient to identify dee real estate involved in the appraisal, including the physica4 legal and economic characteristics relevant to the assignment; (continued) Market Area Description: Boundaries and Market Composition & Transportation Infrastructure The general market area is the City of Boynton Beach in eastern -central Palm Beach County. Population of the city is about 72,000 residents; land area of the municipality is about 16 square miles situated between Delray Beach on the south and Lake Worth on the north. The town was named for an early developer, Nathan Boynton, a former major in the Union Army in the Civil War. The city was founded in 1898 and incorporated in 1920. Most of the original buildings were destroyed in the hurricane of 1926, though a few remain. Others which were constructed in the early 1920's are still in use with repairs and replacements over the decades. Time and economic trends take a toll on properties; thus, in 1984 a redevelopment plan was adopted for the Community Redevelopment Area (CRA) in the city. It covers 1,650 acres in the central part of the municipality west of the Intracoastal Waterway. One of the districts in the CRA is the immediate subject market area known as the Heart of Boynton (HOB), containing 380 acres. This area is the historic, older part of the CRA, with the following boundaries: Boynton Beach Canal (C-16) on the north, Florida East Coast (FEC) Railroad on the east, Interstate 95 on the west, and jagged line a few blocks north of Boynton Beach Boulevard as the south boundary, at about NE 3 Avenue. Agriculture and farming had been important activities in past centuries in Boynton Beach. Commerce came to the area when Henry Flagler extended the Florida East Coast Railway from West Palm Beach to Miami in 1896. The railroad was the main mode of transportation to bring visitors and manufactured products to the city as well as transporting produce grown in the vicinity out of the area to other cities in the southeastern United States. m APPRAISAL REPORT (continued) 2 2(a)(ui) Summarize information sufficient to identify the real estate involved in the appraisal, including dee physical, legal and economic characteristics relevant to the assignment; (continued) Boynton Beach Boulevard is the principal east -west artery in the subject market area, having an interchange with Interstate 95 on the west side of the neighborhood. The boulevard continues west through Palm Beach County to its terminus at State Road 7/ U S Highway 441. Two miles east of State Road 7, it has an interchange with Florida's T mpike. Boynton Beach Boulevard commences on the east at U S Highway 1, just to the east of the FEC Railroad. U S Highway 1 is the main north -south artery through eastern Palm Beach County and extends along the eastern seaboard of the United States. Seacrest Boulevard is a main north -south artery through the City of Boynton Beach and south into Delray Beach. Martin Luther King, Jr. Boulevard is an east -west thoroughfare through the Heart of Boynton. The immediate subject market area is easily accessible by main roads and Interstate 95. Property types in the Heart of Boynton are smaller commercial establishments along the main roads, light industrial close to the FEC Railroad, municipal facilities, single family residential, small multi -family dwellings, a few apartment buildings and places of worship. As mentioned, some structures date back to the 1920's, but most which are still usable were built in the mid -twentieth century. Municipal facilities in the immediate subject market area include parks, two elementary schools and a community center. Recent projects implemented in the Heart of Boynton are: • Seacrest Boulevard Streetscape Carolyn Sims Center Ocean Breeze West - 21 homes joint venture with Habitat for Humanity • Construction of single family residences on Martin Luther King, Jr. Boulevard 11 APPRAISAL REPORT (continued) 2-2(a)(ii:) Summarize information sufficlent to identify the real estate involved in the appraisal, including the phydca4 legal and economic characteristics relevant to the assignment; (continued) Future projects are: •> Revitalization of Martin Luther King, Jr. Boulevard and surroundings • Redevelopment of the Public Works site 9 Establishment of mixed use districts of residential and commercial • Expansion of light industrial near the FEC Railroad Widening and extension of NW 11 Avenue, west of Seacrest Boulevard. Population Trends The demographic survey in the beginning of the report of 1, 3, and 5 mile radial circles from the appraised property shows the median household income for 2016 in the one -mile radius is $37,034, for three miles it is $46,101, and $49,379 for the five mile circle. All are lower than the median household income for Palm Beach County of $54,400. In the one -mile circle, population is 14,239. In three miles, population increases to 86,590; at five miles, it is 186,486. However, about one-third of the three and five mile circles are over the Atlantic Ocean. Annual growth rate is anticipated to be 1.13% to 1.48% in the three circles during the next five years as the economy and job market improves in South Florida. 51% of the housing units are owner occupied, with 29% rented The percentage of renters is higher in this market because many of the single family houses are owned by investors who purchased them after the economic crash in 2008. Vacancy is reported to be 20%; however, this amount is high due to the undercount of the other two categories. Median home value in the five -mile area is $190,198, including the highly priced homes fronting the Atlantic Ocean and Intracoastal Waterway, compared to median home value of $198,891 in the United States. The life cycle stage of the market area is stability, a period of equilibrium without marked gains or losses, after a period of decline. The purpose of the Hart of Boynton Community Redevelopment Plan is to revitalize the market area with new housing options and business opportunities. There are examples of new houses along Martin Luther King, Jr. Boulevard, with more planned in the immediate vicinity. 12 APPRAISAL REPORT (continued) 2 2(a)(ui) Summarize information sufficient to idendfy the real estate involved in the apprais4 including the physical, legal and economic characteristics relevoant to the assignment,• (continued) Economic Trends During 2005-2006, the subject market area was experiencing a rise in property prices due primarily to the availability of financing with adjustable rate mortgages. Interest razes adjusted upward, but rental rates of multi -family properties did not. For single family residences, interest rates on mortgages adjusted upward, but homeowners' incomes did not increase. Scenarios were the same for many property types, all with the same result of owners' inability to make the payments and mortgages' foreclosed. This situation was exacerbated by the economic crash in late 2008, followed by the Great Recession. The foreclosure cycle appears to be near the end. Currently, sales are between individuals or investors who previously purchased the properties from foreclosing lenders and private parties who will reside in the properties or hold them in their investment portfolios. Third party lenders are providing financing to investors and residents, at high loan to price ratios. Sale prices for single-family residences in the subject market area and close vicinity are in the range of $85,000 to $180,000, depending on building size, age and condition. Price range for multi -family dwellings are from about $50,000 to 5100,000 per unit based on the same factors. Land unit prices are from about $4.00 to $7.00 per square foot Family Dollar Store is an addition to the subject market area; it consists of an 8,100 square foot commercial building at the southeast corner of the signalized intersection of Martin Luther King, Jr. Boulevard and North Seacrest Boulevard More revitalization in the CRA is taking place along US Highway 1, in the southern part of the corridor near Ocean Avenue and Boynton Beach Boulevard with projects such as 500 Ocean, with 341 residential units, 13,500 square feet of retail space and 6,000 square feet of office. Ocean One at 114 N Federal Highway is planned for 358 apartments, 12,075 square feet of retail, 120 hotel room and 439 parking spaces. 13 APPRAISAL REPORT (continued) 2 2(a)(rf) Summwize information sufficient to identify the real estate involved in the appraisal, including the physical, legal and economic characteristics relevant to the assignment• (continued] Conclusion The immediate subject market area of the Heart of Boynton (HOB) has the components of an appealing neighborhood with schools, parks and recreation. HOB is easily accessible by main roads and Interstate 95. Goods and services are nearby an Boynton Beach Boulevard and U S Highway 1. With the involvement of the City of Boynton Beach and the Community Redevelopment Agency, Heart of Boynton Community Redevelopment Plan can continue to succeed in revitalizing the area. Land Use: Current land use is Medium Density Residential, maximum density 9.58 dwelling units per acre Recommended Land Use is Mixed Use Low Density, allowing other use besides just residential, with a density of 20 dwelling units per acre in multi- story structures. Greater density increases the production of the land. Zoning: "R-2", Single and Two-family Residential District with the purpose to implement the medium density residential future land use map classification of the comprehensive plan. The intent of the district is to stabilize and protect existing residential neighborhoods with density no greater than 10 dwelling units per acre, and allow limited types of non-residential uses. Minimum lot area is 4,500 square feet per unit for a duplex; minimum lot frontage is 75 feet. Single family dwellings shall be constructed on lots that are no less than 6,000 square feet with a width of at least 60 feet and follow the building and site regulations of the "R-1", Single Family District. Excerpt from the zoning code is in the Addenda 14 APPRAISAL REPORT (continued) 2 2(a)(iii) Summarize information sufficient to identify the real estate involved in the appraisal including the physical; legal and economic characteristics relevant to the assignment; (continued) The appraised site is comprised of one platted lot, with a width of 50 feet and size of 7,750 square feet. Since the lot was platted prior to the current zoning standards, it appears to be a legal non -conformity to be used as for a single family residence. however, determination of use and non -conformities of the site are made by Boynton Beach City officials. Parldng: Two parking spaces are required for a single-family residence. There seems to be adequate land to comply with this requirement. Platting: The appraised land consists of one platted lot. Site Description: The shape of the site is rectangular. Approximate dimensions and size are from public records. North boundary on E MLK Boulevard: 50 feet East boundary on adjacent property: 155 feet South boundary adjacent property: 50 feet West boundary on adjacent property: 155 feet Total: 7,750 square feet or 0.1779acres Utilities: All utilities are available to the site. Access: The site is accessible via East Martin Luther King, Jr. Boulevard, a main thoroughfare in the Heart of Boynton. It was widened to have parallel parking bays separated by landscaped islands, sidewalks, drainage and streetlights. The boulevard intersects with Seacrest Boulevard about two blocks to the west and intersects with North Railroad Avenue about one block to the east. 15 APPRAISAL REPORT (continued) 22(a)(ui) Summarize information su,,Q`icient to identify the real estate involved In the appraisal; including the physical; legal and economic characteristics relevant to the assignment; (continued) Easements: Easements are not noted on original plat. If they exist, utility easements would be most probably be around the perimeter of the lot. Encroachments: NE 3 Street terminates on the south border of the appraised land. At that point, it is a dirt path which is a cut -through to the rear of the property to the east of the subject, which is improved with a two-story commercial building. The path cuts across the southeast comer of the subject lot. Improvement Description: No building improvements on the site. Environmental Assessment: No assessment was available for review. 2-2(a)(1v) State the real property interest appraised; A person who owns all the property rights is said to have fee simple title. A fee simple title implies absolute ownership unencumbered by any other interest or estate. Partial interests in real estate are created by selling, leasing, et cetera. Partial estates include leased fee and leasehold estates. The interest appraised is fee simple. 16 APPRAISAL REPORT (continued) 2-2(a)(v) State the type and dq lnidon of value and cite the source of the definition; The purpose of the appraisal is to develop an opinion of market value of the subject property as of March 27, 2017. MARKET VALUE: a type of value, stated as an opinion, that presumes the transfer of a property (i.e., a right of ownership or a bundle of such rights), as of a certain date, under specific conditions set forth in the definition of the term identified by the appraiser as applicable in an appraisal. The conditions included in market value definitions establish market perspectives for development of the opinion. These conditions may vary from definition to definition but generally fall into three categories: 1. the relationship, knowledge, and motivation of the parties (i.e., seller and buyerX 2. the terms of sale (e.g., cash, cash equivalent, or other terms); and 3. the conditions of sale (e.g., exposure in a competitive market for a reasonable time prior to sale). Market value appraisals are distinct from appraisals completed for other purposes because market value appraisals are based on a market perspective and on a normal or typical premise. These criteria are illustrated in the following definition of Market Value*, provided here only as an example. Market value means the moat probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: 1. buyer and seller are typically motivated,- 2. otivated;2. both parties are well informed or well advised and acting in what they consider their own best interests; 3. a reasonable time is allowed for exposure in the open market; 4. payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and S. the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the We. • This example definition is from regulations published by federal regulatory agencies pursuant to Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act (FIRREA) of 1989 between July 5, 1990, and August 24, 1990, by the Federal Reserve System (FRS), National Credit Union Administration (NCUA), Federal Deposit Insurance Corporation (FDIC), the Office of Thrift Supervision (OTS), and the Office of Comptroller of the Currency (OCC). This definition is also referracod in regulations jointly published by the OCC, OTS, FRS, and FDIC on June 7, 1994, and in the Interagency Appraisal and Evaluation Guidelines, dated December, 2010. Florida Court Definition: "Market Value is the price that a seller willing, but not compelled to sell, and a buyer willing, but not compelled to buy, would agree to in fair negotiations with knowledge of all the facts." [Source: Fla. Power & Li:;ht Co. v. Jennini.s 518 So.2d 895 (,%.1987)] 17 APPRAISAL REPORT (continued) 2 2(a)(vi) State the effective date of the appraisal and the date of the report; A) Effective Date of the Appraisal: March 27, 2017 B) Date of the Report: March 27, 2017 2 2(a)(W) Summarize the scope of work used to develop the appraisa4- The appraisal problem is to develop an opinion of value of the property based on its highest and best use. The appraiser inspected the property and photographed it. A thorough investigation was made into the physical characteristics of the property that could affect its value. The market area was surveyed to determine its stage of the life cycle. Research was conducted to ascertain economic factors that might influence value. Data research consisted of collecting, confirming, and reporting vacant land sales. The process included searches and analyses, inspections and confirmations, and final reporting. The appraiser examined several sources of sales data, including the multiple listing service, Palm Beach County Appraiser's records, the public records, and data from the appraiser's plant. For Sales Comparison Approach, land sales are compared to each other and to the property under appraisement to arrive at an opinion of value. 2 2(a)(vift) Summarize the information analyze4 the appraisal methods and techniques employed, and the reasoning that supports the analyses, opinions, and conclusions; exclusion of the sales comparison approach, cost approach, or income approach must be explained; The information analyzed and appraisal method used is detailed in the valuation section of the report. Further, the reasoning that supports the analyses, opinions, and conclusions is explained in the valuation section. Neither the Cost nor Income Approaches are applicable to individual lots. Exclusion of these approaches to value still produces a creditable report. 18 APPRAISAL REPORT (continued) SR 1-5 When the value opinion to be developed is market value, if such information is available in the normal course of business: a) analyze all agreements of sale, options, or listings of the subject property current as of the effective date of the appraisal; and There are no known agreements for sale, options or listings of the appraised property as of the effective date of the appraisal. b) analyze all sales of the subject property that occurred within the three (3) years prior to the effective date of the appraisal. The appraised property was acquired by warranty deed for on May 7, 2004 for $35,000 or $4.52 per square foot. A copy of the deed is in the Addenda. 2-2(a)(fx) State the use of the real estate existing as of the date of value, and the use of the real estate or personal properly reflected in the appraisal• The use of the real estate on the date of valuation is vacant land, and it is this use which is reflected in the appraisal. No personale property is included in the valuation. 2-2(a)(x) When an opinion of highest and best use was developed by the appraiser, summarize the support and rationale for that opinion. HIGHEST AND BEST USE OF THE PROPERTY AS VACANT Physically Possible as Vacant No soil or subsoil tests are available for review. However, some of surrounding land has been improved with residences land is level and filled to street grade. Land size is rectangular in shape. All utilities are available to accessible via East Martin Luther King, Jr. Boulevard. develop the site is its size which governs the improvements which can be placed on it 19 the since the 1920s. The 7,750 square feet and the site. The site is Physical constraint to number of potential HIGHEST AND BEST USE OF THE PROPERTY AS VACANT Legally Permissible as Vacant Legal restrictions to the development of the site consist of land use designation, building and zoning codes, platting restrictions and restrictive covenants. Land use designation is medium density residential, maximum density of 9.58 dwelling units per acre. Zoning is "R-2", Single family and Two-family Residential District in the City of Boynton Beach. Maximum number of dwelling units per lot in "R-2" district is two if the lot size meets current code. The appraised site consists of one platted lot with a size of 7,750 square feet, potentially permitting single family residential use. This use is consistent with land use. The Boynton Beach CRA future land use plan for the appraised lot and surrounding blocks are for them to be Mixed Use Low Density (MUL) of 20 dwelling units per acre, about double the current density. The change would take advantage of the frontage along upgraded Martin Luther King, Jr. Boulevard to promote commercial use on the first floor and residential on upper levels. The lots abutting those fronting the boulevard, to the north and south, would also have the MUL designation to permit larger sites for the new type of improvements. A land use change is required for the implementation of such a firture plan. Financially Feasible as Vacant The third test of Highest and Best Use is economic feasibility. Demand for a certain property type must be evident for it to be feasible. For it to be financially feasible, the use must be marketable and provide the investor with a competitive return when compared with alternate uses. Currently, the land concerned is used for parking by the Haitian Pentecostal Church at 428 E Martin Luther King, Jr. Boulevard, which is not the highest and best use of the site. The immediate subject market area has been improved with single-family residences and small multi -family dwellings for almost 100 years. Residences come to the end of their economic lives, improvements are razed and the sites are redeveloped with modem structures. There are examples of this cycle throughout the subject market area. New redevelopment projects in the subject vicinity are Ocean Breeze West with 21 homes, Eastview Park with market rate houses ranging from $255,000 to $300,000 constructed by D R Horton, and four new houses on West Martin Luther King, Jr. Boulevard sold from $166,000 to $195,000. 20 HIGHEST AND BEST USE OF THE PROPERTY AS VACANT The four houses are the result of the work of the Boynton Beach CRA and Boynton Beach Faith -Based Community Development Corporation. Current financially feasible use of the subject site is to improve it with a single-family residence based on the existing land use and zoning. If the land use is changed to Mixed Use Low Density, then the financially feasible use of the parcel is to assemble it with surrounding properties and develop the larger site with a commercial use on the first level and dwelling units on the upper floors. MWnmRy Productive as Vacant In summary, the current Highest and Best Use of the land appraised as vacant is a single-family residence. Such uses would be physically possible, probably legally permissible, financially feasible and maximally productive 2 2(a)(xi) Clearly and Conspicuously: State all edraondinary assumptions and hypothetical conditions; and state that their use might have affected the assignment result. There are no extraordinary assumptions or hypothetical conditions in this report. 2-2(a)(xii) Include a signed aerdf3cadon in accordance with Standards Rule 2-3 See signed certification in report. 21 SALES COMPARISON APPROACH LAND VALUATION -IT SYR sr IM" 47�� U= Ile I9 i UP - aw Im -37 -saw JN* All lavj iuv� If tr _Tn lw�c-qw It 6s I L3 ta !-l's silo - 6. ST 7t- �L.2e 40 LjiP, if URCE CL 0 to _W 41" or lavj iuv� If tr _Tn lw�c-qw It 6s I L3 ta !-l's silo - 6. ST 7t- �L.2e 40 LjiP, if URCE CL 0 to VACANT LAND SALES SALE NO. 1 LEGAL DESCRIPTION Lot 4, Block 2, Plat of Crescent Heights, Plat Book 24, Page 170 of Palm Beach County Public Reoords RECORDED O. R. Book 28265, Page 779, Palm Beach County Recur& GRANTOR S & P Capital, LLC GRANTEE George Ball DATE OF SALE April 22, 2016 LOCATION 208 SW 21A Avenue, Boynton Beach, Florida ZONING "11-2'Residential Duplex SAIF PRICE $67,500 LAND SIZE 10,890 (75' x 145') UNITS OF COMPARISON $62Nsquam foot FOLIO NUMBER 08-43-45-28-17-002-0040 CONDITIONS OF SALE Arm's length cash transection. CONFIRMED Grantee, George Ball CONMIENTS Purchased for sale or development 23 - T .s.- _ ... �.. rte- -.14/ •_ PHOTO OF LAND SALE NO.1 208 SW 2"a Avenue Boynton Bench, Florida 24 VACANT LAND SALES SALE NO. 2 LEGAL DESCRIPTION Lot 156, ARDEN PARK, Plat Book 2, page 96, Palm Beach County, FL RECORDED O. R. Book 28869, Page 1453, Palm Beach County Records GRANTOR Violet Real Estate, Inc. GRANTEE Boynton Beach Community Redevelopment Agency DATE OF SALE January 31, 2017 LOCATION 1000 NE 3 Street, Boynton Beach, Florida ZONING "C-2", Neighborhood Commercial District SALE PRICE $30,000 LAND SIZE 7,500 square feet (50' x 150') UNITS OF COMPARISON $4.00 per square foot FOLIO NUMBERS 08-43-45-21-18-000-1560 CONDITIONS OF SALE Cash We. Arm's length transaction. CONFIRMED Grantee, Boynton Beach CRA COMMENTS Boynton Beach CRA is acquiring properties in the area to be assembled into larger sites and readied for redeveloped. 25 p g p -V-- Ap - s f ��F `t t '�+4�t�!{d•' � � � rd sem.., �� �. Apprmfw� Land 1000 Northeast 3''d Street Boynton Beach, FL 26 LZ '005`1 i$ xg STOZ `AvW Pug OOS`Ll$ j% 910Z `pjdv u! Balm jou (pmoum puv IaYsIotuaP $uIPItnQ PION IIS pm uo PTma ol PQsvqd SINr'iMOO ON IJP '=11l lhqswH fVG :MXUJ QRWHIINOD M04=9=4 qm q*wl s.UUd 7ws d0 SNOL ICLKOO 0I6Z-OWi?l-iZ-St-£ir80 lmwi 1NOI'IOd iT wunb9 lad Zrtj AIOSwagoo 30 S.LTrIIl (.001 x .£b'ZV) p23 mnbs £yZ`$, MS QNId'I OOS`Ll$ HDRId 9ws xaldna IM epwld ` SII off `end I T MN 8 T S MOLLVDM 9i0Z `Si ml=gbS aws d0 aLva djOJ;WU dolanaQ A4M= 3 PWVH IPP;d TJV0H DoH agLNvIdo = DoH f V Q "HODWHO SPAMH ATMWO qms WRICS and `L8S8Z 31000 -d 'O GHG- Toon 'sPmoaU olqnd Awm'J qmH ualvd3o 8S oftd `ti i[ooS MOM AMD 3O Z6Z V'I 3O PQ3 L9'91 WOM Q* PuB 16Z 101 NOLLdRIOSaQ lfvDzl £ 'ON TIVS SH'IE'S C[KV I J.Ai JVA p AERIAL PHOTO OF LAND SALE NO.3 (old building demolished and removed) 518 NW 116 Avenue Boynton Beach, Florida 28 VACANT LAND SALES SALE NO. 4 LEGAL DESCRIPTION Lot 27, Block 1 of E. Roberts Addition to Boynton, FLA, Plat Book 1, Page 123 of Palm Beach County Public Records, RECORDED O. IL Book 28358, Page 1638, Palm Beach County Records GRANTOR Larann Land Investments, LLC GRANTEE Bride of Christ Tabernacle, Inc. DATE OF SALE June 6, 2016 LOCATION 199 E. Martin Luther King Blvd. (NE 10 Avenue) Boynton Beach, Florida ZONING "R 2" Residential/ Duplex SALE PRICE $50,000 LAND SIZE 7,000 square feet (50.00' x 140') UNITS OF COMPARISON $7.14 per square Boot * FOLIO NUMBER 08-43-45-21-27-001-0270 CONDITIONS OF SALE Arm's length cash transaction. CONFIRMED Grantee: Mr. Claude Maxima COWENTS * Purchased by adjacent Church for church parking. 29 V r Nf Alf M. roi i,a a , ' , r tit AERIAL PHOTO OF LAND BALE NO.4 199 E. Marlin Luther Kine Blvd. (NE 10 Avenue) Boynton Beach, Florida by adjacent Chwich for parking) 30 LAND SALE COMPARISON CHART Land IwJ;e IWI SM W Place per 21121 Date Price IM& Zoning Savers Foot 1 20B SW 2nd Avenue 04/22/2016 $67,500 10,890 '11-2" $6.20 Baynton Beach, Florida 2 11M NE 3 Street 01/31/2017 $30,000 7,500 T-2" $4.00 Boynton Beach, Florida 3 518 NW 11th Avenue 04/29/2016 $17,500 4,243 "R-2" $4.12 Boynton Beach, Florlda 4 199 E. MLX Boulevard 06/06/2016 W,000 7,000 "R-2" $7.14 Boynton Beach, Florida SUBJECT Value Date Value unitValue 340 E. MLK Boulevard 03/27/2017 SM6M 7,750 "R-2" Boynton Beach, Florida 31 SALES COMPARISON APPROACH LAND VALUATION Of the several methods to develop an opinion of land value, the one considered to be the most reliable is the Sales Comparison Approach. In this method, sales of other similar vacant parcels are compared to the site concerned, then adjusted for differences to arrive at land value. For the opinion to be supportable, there must be an adequate number of sales of similar properties for comparison to the subject. The steps of sales comparison in Land Valuation are: I) Locate and collect information of recent sales of sites most similar to the land being appraised. 2) Verify the sales information with parties to the transactions, including details of financing and any special considerations or non -typical market features. 3) Select relevant units of comparison and develop a comparative analysis for each unit. 4) Compare and adjust the sales to the subject using the significant, market -derived units of comparison. 5) Reconcile all value indications from the comparisons into a single value opinion by this approach. The appraised vacant land contains 7,750 square feet. Zoning is "R-2", Single and two family residential district, in the City of Boynton Beach. Based on the subject's land size and current zoning, its highest and best use is a single family residence, if permitted by the city. A search was made to find recent sales of sites similar to the subject in the central part of Boynton Beach. The appraisers examined many land sales in the immediate area and beyond. The four included in the report are more representative of market value for the land being valued. Details of the transactions reit on the sale sheets and chart in this report. The unit of comparison relevant to this valuation is Sale Price per Square Foot of Land. The range of unit prices is from $4.00 per square foot to $7.14 per square foot of land. ELEMENTS OF COMPARISON Elements of comparison are the characteristics of transactions and properties that cause variation in prices paid for real estate. The Appraisal of Real Estate continues by stating that there are basic elements of conV;,wuon that may be considered in sales comparison analysis for land valuation. The first group is termed transactional elements being.- real property rights conveyed, financing terms, conditions of sale and market conditions. This second group of property elements consists of location, physical characteristics and use. Each element is hervt*er addressed. LAND VALUATION Real Property Rights Conveyed A imnsaction price is always predicated on the real property interest conmyed. Property interests conveyed can either be fee simple (without tenants) or leased fee (subject to losses). An Austrnent for property rights conveyed is based on whether a leased fee interest was sold with leases at market rant, or below or above market rent. In the case of land, there could be a land lease on the site that would create a leased fee interest. The lease amount would require examination to see if the tenant (the leasehold interest) had a value greater than zero. If it is, then the submarket rental rate would give some of the property value to the tenant. The sales were the conveyance of The simple interest, the same interest valued for the land in question. No numerical adjustment is warramtsd for this element of comparison Financing Terms Financing terms may have a bearing on the price paid for a property. Such terms that may affect price include assuming a mortgage at lower than current interest rates, the seller paying a buydown for the buyer to have a lower interest rate, or the seller providing fmancing for a transaction at lower than typical institutional rates. In all of these cases, the buyer could have paid higher prices in such transactions to obtain favorable financing. All of the land sales were in crib, which is the most common form of payment for vacant lots in the subject area. No adjustments aro made for this element of comparison. Conditions of Sale Condition of sale addresses the motivation of buyers and sellers. Such motivations include a seller accepting a lower than market price for needed cash, a lender selling a previously foreclosed property to comply with regulations imposed on the institution, or a buyer purchasing an adjacent property. Even arm's length transactions may be the result of atypical motivation, such as lack of exposure time to the market, the result of an eminent domain proceeding, or tax consideration. The land sales cited in this report are arm's length transactions. Land Sales 1, 2 and 3 were purchased for future development. Ibis typical motivation does not call for adjustment for this element of caro4m son. No. 4 was purchased for immediate use for parking by an adjacent church, needed to accommodate the added building on the property. The unit price for this sale is at the top of the data set, seemingly to have been influenced by the need of the grantee. To address this motivation for purchase, the unit price of No. 4 is adjusted downward qualitatively for condition of sale. The grantor of No. 4 is also the subject property owner, I.arann Land Investments, LLC. (Continued) 33 LAND VALUATION (Continuod) Market Conditions Comparable sales that occurred under different market conditions than those applicable to the subject on the of `ecdve date of the value estimate require adjustment for any d{fenesces that affect their value. The most common adjustment for market condition is time; however, the passage of time itself is not the cause of the adjustment. Market conditions which change over time are the reason to make the adjustment, such as appreciation or depreciation due to building inventory, changes in tax laws, investor's criteria, building moratoriums, fluctuation in supply and demand, at cetera. It is also possible that there is no change in market condition over time. Land Sales 1, 3 and 4 closed in 2016. Land Sale 2 has the most recent date of sale. All of the land sales occurred during current market conditions. No adjustment is required for this element of comparison. Transactional adjustments were considered; now, the lead sales are likened to the subject and to each other for property elements of comparison. Locsdon The location of a property is a key factor in prompting a buyer to purchase it. Location encompasses many aspects such as road frontage, access, traffic count, prroxinuty to other competing properties, proximity to a market that will use the goods and services housed in a property, governmental influences, et cetera. Typically, properties in a neighborhood share some of the same locational characteristics such as age, condition, and style. However, there may be di0erences such as corner locatiM view, and zoning, to name a few. Properties of a similar type may be in different locations, yet the locations may am enough similarities to justify comparison. Factors of similarity between. locations include average daily traffic counts, zoning and/or lend use, and market composition. Locations of the appraised parcel and the land sales are in central Boynton Beach, where the peak of construction took place in the mid -twentieth century. Redevelopment is occurring because old impmvemeaits are razed to make way for new projects and due to the financial support of governmental and social agencies. The appraised site fivats Martin Luther King, Jr. Boulevard, a main neighborhood road with more of a streetecape than the surrounding roads. Land Sale 4 also fronts ML K, Jr. Boulevard, having tine highest unit price in the data set; though the price appears to have been affected by the assemblage. Nevertheless, the location of the subject would have a positive effect on its unit value. Land Sales 1, 3 and 4 are in the same "R-2" zoning district as the land concerned. Sale 2 is in a small area of "C-2", Neighborhood Commercial zoning. When all or most of the surroumding properties in the "C-2" district are assembled, there will be a site large enough for a significant commercial development. However, those individual lots with commercial zoning do not have greater fimetional utility than other neighborhood lots zoned for residential use. (Continued) 34 LAND VALUATION (Continued) Further, Land We 2 fiats NE 9 Avenue, with less exposure to traffic than lots bordering MM Jr. Boulevard For these locational factors, Sale 2 is not superior to the other sales or the subject and not adjusted downward Physical Characberlsdcs Physical characteristics to be considered for adjustments are those that cause a difference in price to be paid by the market. A wide range of such items includes land size, shape, fimitage, topography, view, access, functional utility, et cetera. Adjustments for physical characteristics are best derived from the market by paired sales comparison. Through the process of searching for comparable sales, the physical characteristics are of great import. From the universe of possible comparable sales, those that are most similar to the site appraised are presented in the report for analysis and comparison to the subject. The lees the number of physical differences, the better. The appraised site contains 7,750 square feet, which is about in the mid-range of sizes of the land sales and close in size to Nos. 2 and 4. Lend Sale 1 is the largest in the data set, having a comer location, with the potential of being developed with two units instead of one. Its development potential seemed to have had a positive effect an the sale price, which will be considered in the final valuation. The land sales and subject are basically rectangular in shape. The physical characteristics of the sales and subject are similar enough not to call for fiuther adjustments. Use For sites to be comparable, they should have similar uses. Highest and Best Use for the Land Sales 3, 4 and the subject. arefor a single family residence. As mentioned, No. 1 has the potential ofbeing improved with a two-family dwelling because of size, which will be considered qualitatively. Land Sale 2 has the potential for commercial use when assembled with adjacent lots that give the enure parcel frontage on MLK, Jr. Boulevard and/or North Railroad Avenue. The uses of the land sales have already been addresses in other elements of comparison of location and physical characteristics, with no feather adjustment made hese. (Continued) 35 LAND VALUATION (Continued) FINAL VALUE OPMON Currently, Land Sale 1 has more potential residential uses than Land Sales 3,4 and the subject. However, No. 4 was purchased by an adjacent owner for parking, with the buyer apparently paying a premium for the lot. Land Sale 2 has commercial potential, though that is not reflected in the unit price. The land appraised fronts Martin Luther King, Jr. Boulevard which has already received upgrades to prepare the neighborhood for revitalization. The unit value for the subject would be less than Nos. 1 and 4, but greater than Land Sales 2 and 3. Considering all of the foregoing discussion, the unit value for the appraised land is in the mid-range of the sales at $6.00 per square foot. The quantity of the comparable data is sufficient to have an overview of the market for land in the central-eastem Boynton Beach. The quality of the data is good in that it provides a sound basis to develop an opinion of value for the land under appraisement. Based on the analysis and conclusions presented within the report, it is our opinion that the Market Value of the Fee Simple Estate of the Subject Property as of March 27, 2017 is: $6.00/sq.fi. x 7,750 square feet = FORTY-SIX THOUSAND FIVE HUNDRED DOLLARS 36 CERTIFICATION I certify tbat, to the best of my knowlodge and belief; the statements contained in this report are true and correct. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are my personal, unbiased professional analyses, opinions, and conclusions. I have no present or prospective interest in the property that is the subject of this report, and I have no bias or personal interest with the parties involved. The appraisal assignment was not based on a requested minimum valuation, a specific valuation, or the approval of a loan. My compensation is not contingent on an action or event resulting from the analyses, opinions, or conclusions in, or the use of, this report. I have performed no services, as an appraiser or in any other capacity, regarding the property that is the subject of this report within the three-year period immediately preceding acceptance of this assignment. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal Institute. The analyses, opinions and conclusions were also developed and the report prepared in conformity with the Uniform Standards of Professional Appraisal Practice, which is included in the Appraisal Institute's Standards, and Chapter 475, Part II F.S. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. The use of this report is (also) subject to the requirements of the State of Florida relating to review by the Florida Real Estate Appraisal Board. I have visited the property that is the subject of this report on March 25, 2017. Jesse B. Vance, Jr. and Claudia Vance are responsible for the analyses, conclusions and opinions concerning real estate ad forth in tins report. No one else has provided significant professional service to the persons signing this report. The Appraisal Institute and the American Society of Appraisers each conduct programs of continuing education for their designated members. As of the date of this report, Jesse B. Vance, Jr. and Claudia Vance have completed the requirements of the confinuing education program of the Appraisal Institute. Continuing educational requirements are also completed for the American Society of Appraisers and the State of Florida. �T7 211 --� M,�1rLlj .1� � Jesse B. Vance, Jr., MAI, SRA, ASA Florida State-Ctified General Real Estate Appraiser No. RZ-85 Marsh 27, 2017 Claudia Vance, MAI Florida Stato-Catified General Real Estate Appraiser No. RZ-173 37 CERTIFICATION AND LEWMNG CONDITIONS The staternents and conclusions eoda®ed in this report, subject to the limiting conditions hawditer cited, ere correct to the best of the writers' knowledge. 1. Theamdens gnod have personally inspected. the subject of this report. No pertinent information has been knowingly 2. Unless specifically included, the subject is analyzed as though five and steer of liens and enctutbranoes. 3. No reepondU ity is assumed for legal matters, nor is an opinion of title rendered. Title is assumed to be good and heli in Fee Simple, unless excepted. 4. Legal descriptions and pyo dimensions have been Aunishad by others; no responsibility for their correctness a sum ased. Sketches whic�r ibe in the report are for illustrative purposes only. 5. POSMESion of any eopy o�f thi�s poport does not carry with it the right of publication, duplication, or advertising using the writers' rawer or professional designations or mmhbasbip organizer.ions. 6. The writers are not ragtaired to testify without prior agreanaL 7. Neither the employment to make this appraisal nor compensation therefore is contingent on the value reported. S. when divisions are made between Land, i nprovements, etc., the vahres estimated fbr each apply only under the cited use or uses. 9. The value applies ONLY as ofthe date of vdMion stated within the report. 10. The writers ow* that they have no prom t, past or contemplated interest in the subject ofthis report - unless Rmcdficdy stated. 11. This report is the property of the indicated client. It may not be used by any other party for any purpose not eon>skent with the written function of this report without the express written consent of the writers AND client. 12. The reported opm�o>B and oonolusiona were developed, and this report has bow prepared, m conformity with the requirameota of�(.ode of Prof tonal Ethics and the Standards of Profimonal Practice and Conduct of the Appraisal Institute. Ther work also conforms to the Umiorm Standards offtboonal Appraisal Practice. 13. Soil orsub-son Cortarninstion may adst from murent or prior users, or users outside theconommd. The appraisers are not qualified to detect such substances. we urge the client to retain an expert in t sd5iif desired. 14. Thappraisers have not been provided a Habitat Survey, Endangered Species S t or saalysis by a eairfi epecialart mdicaiag the pr�oo of or pr'aodmity to enviirn>mmtaliy �ivo and/or pnetectod or oited okrnta 15. Jesse B. Vance, Jr. and Claudia Vance ane responsible for the analyses, conclusions, and opinions of rcal estate set Scrth in this report. No one else provided significant professional assistance to the signers of this report. 16. Prospective value is based on current eondkkme sad fronds. Tie appraises cannot be hdd responsible for unfonsoeable events which might alta marW conditions upon which marloet vales oprmon has beendevel 17. The appraisers certify that they have the knowledge and mWerience required to perform this appraisal ems. 18. The appraises reserve the right to amend or change this report at any time additional market irdorma'in is obtained which would significantly at£ect the value. ��4- ce. r Jesse B. Venose Jr., MAL SRA, ASA State.CerdSed Gcnmsl Real Estate Appraise Na RZ 85 Mercb 27, 2017 *4004- Claadis Vance, MAI Shane Catifled Omani Real Estate Appmiaw No. RZ 173 March 27, 2017 38 nfs warranty Dood DAVD Z EMM, A YAR NMN hwWrMr �M�. LLO to Mia.. oat dds Mips IK 13" NOMW FWW AL H OHyMY, t1in 710 BOOA RAYON, FL UGU Wt = X&IMi pa 97" F" -ks, nm*b LOQ, Cu is M t#w� � /�IMI� to ■Y tf�YulM�lry MM Irk tiPl MpwMYiiM d "dosa11'"No.n11r6Us 1Ms,IM/pdwRY e AMrWrsrkams=="mMMl4l wd IOOIN•M TO fits RM THOMW LtODOtO� N PLAT GOOK 11, 1/ MLN OL40 amm". Karl" OWN" w� s d@ Vw wVww& OL�L+ �f li in ta adld&Wdr#amdhowp onaw and r.s+wwammWpm rwdbbdmrOrr+q*"lvpwb*ft tMfwsdVwlWd4w~ Kr8NMD900MA� WANftb Fb ~7AMMw wrww�f�rWrwrrw�i�M. w� SWMG638/Pape750 Paps 1 of 1 E. R-2 Strut and 71vo-family Residenad District. 1. General. The purpose of die R-2 zoning district is to implement the medium density rowdential (MeDR) Mare lend use map•(FLUM) elesaificatEoa of the Compreiiamve Plea. The intent of this conventional district is to stabilize and protect existing residential areighbarhoods with densities no greater than tea (10) dwelling units per sora, and allowing limited types of noon msidential uses. 2. Use(s) Allowcd Sea "Use Matrix Table 3-29" in Chapter 3, Article N, Section 3.D. 3. Building and Site Regulations (Table 3A). Existing and/or planned singles-5rrd1y homes shall conform to the R-1 distrulragwrementa; however, for duplex homes, the following lot and building reildrements shall be observed: 13UELDING/SM-REGULATIONS J _ R-2 District iiGhdnaai lot ora► (per. nosily 4,300 s.f.1 Miaiatm lot &oattool 75 feet ?Ahdmv= yard setbacks: Y Front- 25 fieet2 Rear: 25 fivt3 Interior side: 10 feet2 Corner sid= Mlnisvam living arae — ?S &d2,3 750 s.f. NELAZI n lot t:arertage:4096 tt�aas MFloor Rath Area (FAR) 0.104 -- -- — --. Mnxbnm straatwm heights 25 feats 1 si &-firmly dweftV shall be consmwNd oe lob that mono ream than six thousand (6A" nose met. 2 Passant to season s.B, below, p mb that have homop an MWdo tomer Xh4 Jr. HouWW and we loomed within die Marisa ladmv facing Bwlavwd OmW Zane aball have tions: aide f ftiar, end aide caner setbacks in emmdom wtth the mixed me -low mW=ity 1 mod* dkVW (nee 3ectfm 6.K below}. 3 010 coma lob, die aide seihsck scpaoeot to Oka street shall be not len than me-balf (1R) the hood yard astbwX However, where arlaabWao of @Qwmt lob an hod► street fcmfages provide >,'Picsl Reil ywd sabeeb the termer lot shall povlde for tftmt yard seftelu along bolsi mum. Who two (2) front yard setbacks we praMW fw an a aerate lot, no rekQ yard setback shill be mq*4 anly side yard sadbacm shall be unposed. 4 A floor ares ratio (PAR) Up to 0.10 niay be awAbred for non-residential ones showed wlddn ms R,2 dWAd (see "Use Matw — Chapter 3, Article N, fieadm 3), pasurm to the medium dna* r=Want l land use ka"M of the Comprehend" Plea 5 Na to wwoed two (2) stories. D. R-1 Siwle fussily Residlemial District 1. General. The purpose of die R-1 zoning district is to implement the moderate density tneidaotial (MoDR) flame load use rasp (FLUM) dealmnation of the Comprehensive Plan. The intent of this conventional district is to encomage single-famly► dwellings and structures at densities no greater than seven and one-half (7.5) dwvUing units per acre, and allowing limited types of non-residential uses. 2. Use(s) Allowed. See -Uso Matrix Table 3-28" in Chapter 3, Article N, Section 3.D. 3. Building and Site Regulations (Table 3-4 The Wowing lot and setback mpireomonh shall be observed: BUEL DING/SITE REGULATIONS R-1 District Minimum lot area: 6,000 s.f. Minimum lot firontow. 60 feet Froft25 feet _® _ Rear. 20 fast - Special roar yard setback reduction for single -story building edditionc ' Abutting: I-95 or railroad tacks: 50% Abutting: Loft coastal: 50% Abutting: Lakes: 50% Abutting: Golf Course: 50% Abutting: Canals wldar thaw 150 ft 50'Yo Abutting: Canals grower than 150 ft 33% Abutting: Perimeter walls of community that abut other than residential: Ahfibg: Commercial or Industrial 50% Abattiag: Public or private park: SONO Inta for sW: 7.5 feet Comer aide: 1 25 fieet2 Mistlmum Hiring area: 1,200 a£ Maximum bt eovenw: 50°11~ Maxim m obvem re height: 30 fiat ;Ia. �.D1$'1'R1C1'B�NI? O'VIyiII.A'lf ZONES 37 ARTICLE M. ZONING DISTRICTS AND OYBRLAY ZONES io Sec, I. Ov"vlew. A. GemeraL PutsuaN to Chao m 1. Article III. Section 5.B., any given pmud of limd in the city shall have a awing distad that ooazapan— with the fidom land use map (PLUM) duan of the Comprehensive Plan. B. imide BWldbgmidSite ftuladm('fable3-1). RESP R-1 R1 R-1 R 1 R-2 R-3 EKUD PUD MEIFD AAB AA A Duplex Multi Dewily (dam units 5 5.5 6 75 10 FimUcu FlexMcM Flexible Flexc'bleu Per acrx (( wed Arm Mnimmmn NIA N/A N/A N/A N/A N/A 1 to 5 5+ 10+ Lot Area per oak ), 9,000 8,000" 7,500 6,000 4,500 4AOO's ��co Flem-bleio 4,200 ��Frontage, N� 90 75 60 60 75 100 Fleodbielo Flodblero N/A Living Ars, Whinnnn A/C (square feet). 1,800 1,600 1,400 1,200 750 750 750 750 N/A Lot Coverage, Msacimu= 45% 45% 45% 50% 40% 4096 5096 N/A N/A Flom`Arm- RabO (FAR) N/A N/A N/A N/A 0.10' N/A 0.20s N/A N/A for Non -Residential, MWdmum: M 30 30 30 30 45' 45? 458 30 Bolding Setbacks, Mmimmll (fee* Fro13t: 25 125 25 25 25 40 Flexibles Fleagdes 20 Interim side: 10 1011 7.5 7.5 10 20 Flexibles Flaadbles 5 Cour aide: 254 254 254 254 254 40 Fleldbles Flexibles 1014 Rae<: 204 204 204 204 1 254 1,40 1 MM'bles I Flat as 1 1014 Special MW yard setback red000®s fir 1-dwy building additiow NWxinsom Pa=mb a of Red cdm: I-95 or ra'huad Hacks: 50% 50% 50% 50% N/A N/A N/A NIA N/A moa Wateroray cicww� 50% 50% 50% 50% NIA N/A N/A N/A NIA Iake: 50% 50'X. 50% 50% NIA N/A N/A NIA NIA Golf cause: 50% 50'K 5096 50% NIA N/A N/A N/A N/A Conal wider*= 150 feet: 50% 50% 50% 50% N/A N/A N/A N/A N/A c'Mal nar'Dww tbM 150 feet: 33% 33% 33% 33% N/A NIA N/A N/A NIA CmmularciWAndustrkh. 50% 50% 50% 50% N/A N/A N/A N/A N/A PubWprivft pair: 1 50% 50% 50% 5M N/A N/A N/A NIA NIA -------� W Sea. 11. NRegulations. A. Lots need Panxla 1. R-1 District, R lA District, R-2 District, and R-3 District A detached single -family dwelling may be constructed on any parcel located in an R-1, R lA, R-2, or R-3 district, provided that it meets all of the following requirements: a. The parcel contains at leant one (1) whole platted 1a, platted prior to August 7,2001; b. The parcel, or essemblap of platted parcels which individually mea the requirements Of pecagnph a. above, has a frontage of not less than fifty (50) feet, and a lot area of not less than five thousand (5,000) aquae fent (uregu ar, other then tectongle-abaped lots with less tban five thousand (5,000) square fed of area may be developed if in conformance with all other lot regulations); a All such parcels, when developed, shall comply with all provisions of the Land Development Rgpdatioma and applicable building code regulations, including without limitation sections of the building code regulations rqp dmg the impact of construction and drainage on or to adjacent properties. —�j 2. R-2 District. Within R-2 districts, in subdivisions platted prior to the db3tive date of these Regulations, whore the platted lob have a frontage of at loam forty (40) feet but less than fifty (50) feat the following roles shall apply: L A detached single-lelemily dwelling may be constructed on any such parcel, provided that the pat+ool codas at least one (1) whole platted lot. b. A duplex dwelling may be constructed on any parcel, provided that ft numb the following requirements: (1) The parcel contains at least two (2) whole platted lots; (2) Property cannot be acquired firm adjacent parcels so as to malas the subject parcel conforming, without causing the adjacent parcels to become nonoortformirrg or more nonconforming. a For any per el, lot, or combination of lots, where the total fivat ege is equal or greater than one hundred twenty (120) feet, and the total area is greater than twelve thousand (12,000) square feet, said property stall not be developed except in accordance with the minimum fimutage and lot area required in the R-2 zoning district. d. Ownership of parech shall be detertnined by the property tax rolls on fila in the Palm Beach County Property Appraisees Office as of the effective date of those Regulations. 3. R- i AA District. A detached single -family dwelling may be constricted on any parcel located in an R-IAA district, without requiring a variance, provided that it meets the following requirementL a. The parcel contains at least one (1) wiwle platted lot b. The parcel has a fiuftp of not leas than sixty (60) feet, and a lot arca of not less than sic timnsand, seven hundred fifty (6,750) squaw feet in area. c. It would not be possible to acquire property from a4incewnt parcels so as to make the subject parcel conforming, without causing the adjacent parcels or structures thereon to become nonconforming or more noncoafamming. For any parcel or lot, or combination of lots under the same owne rAip, whore the total frontage and the total ares is equal to or greater than that which is required by the R-lAA district building and site regulations, said property shall not be developed except in sc =lane with the minimum frontage and let am required in the partialar aoaing district Not more than one (1) parcel or lot, or combination of lots under the same ownership, that is noneonfi ming but which meets the roqu[rements under b. above may be developed for a single- f unily house. ARTICLE V. MINIMUM OFF-STREET PARKING REQUIREMEI US Page 1 of 3 R Sec. 2. Standards. A. General, 1. Rules and Methodology. a. Padang space requirements shall be computed on the basis of the principal use of a structure or lot, and using gross floor area unless stated otherwise in this article. Gross floor area, for the purposes of this subsection, shall include the floor area occupied by the principal use, plus the floor area occupied by all other enclosed spaces, mchdiag but not limited to strings moms, medttbomnce and mechsmovl rooms, offices, lounges, restrooms, lobbies, basements, memnines, and hallways. b. Where several principal uses exist in one (1) structure or on one (1) K paridng space requirements shall be computed separately for each principal use, rmless stated otherwise in this article. When parking spaces are required in this articie for each of several principal uses that carnmonly occur together, this is done for the purpose of clarification only, and shall nat limit the appHcatiea of the requirement contained in this paragraph. e. Anse shall be considered a principal use, for the purposes of this subsection, if it could exist separately fmm all other uses in the same structure or on the sato lot, and would by itself generate significant parldmg demand. d. Where several principal uses exist in one (1) building or part of a building, and the floor area of each principal use cannot be clearly doHneeted, the padang space requirement for the use requiring the greatest number of part ing spaces shall apply. e. Where a use is not fisW below, parking space requirements shell be determined by the City Commission Gibes review and recommendation by the Director of Planning and Zoning or designee. f. Where the member of required parking spaces as computed includes a fiacbm the number of required parking spaces shall be the computed number rounded to the next highest whole number. g. Except as provided it Section 3.Y_ below, thme shall be provided, at the time of the erection of any atrucxcre or establishment of any use, a number of off-atroet padang spaces in accordance with the following midmurr requirements, and subject to the parking requirements of this subsection. Where a structure or use is enlarged or increased in capacity by any moans, including a derange in building occupancy which requires the provision of additional parking spices, or a change in use to or which requires additional parking spaces, the minimrun number of perking spaces shall be computed by applying these requirements to the entire structure or use. 2. Mini um Number of Required Off -Street Spaces for Non -Residential Uses. No fewer mem fear (4) perking spaces shall be provided for any noxa -residential use. 3. Location of Off -Street Parking Areas. a. Residential. Required parting spaces for all dwellings shall be located on the same lot as the dwelling to be served. b. Nan -residential. Required parking spaces for all mon-residential uses shall be owned by the owner of the building or lot to be saved, and shall be kac ded on the seine lot, or not more than du+ee hundred (300) feet distance, unless the property is located within those areas defined within the adaptive reuse section of the Code (Chapter 4, Article 5, Section 4). In those areae, required parking spaces may be leased within throe hundred (300) foot of the use in winch they save, subject to Board and City Commission approval, and the property shall be posted with signage indicating to pahons the locaciom of the leased parlang. B. Table 4-17. Res"w Ul and Lodging Uma. I i Residential and Lodging Uses Standard Number of Required Parking Spaces httpJ/www.amlepLcomhod/seeway. .. ARTICLE V. MINIMUM OFF-STREET PARKING REQUIRE ARM Page 2 of 3 Building area size is based upon pm floor area (in Mase feat) unless specifically �P otherwise. Single-family. duplez dwelling, or mobile home: 21 1.51'2 - Efficiancy or one (1}bedroom apartment: • Within mixed use high 1.332 Two (2) or more bedroom apartment: 21+2 Within mimed use high district: 1.661,2 Dormitories: 1 per unit Hotel & motel units containing one (1}bedrooms 1.25 per unit Within mimed we high district: 1 per unit 2 per unit Hotel & motel suite cantoiniag two (2) errmase bedrooms:- edrooms:Within Withinmixed use high district: I per unit Group home (types 1 %rough 4): 1 per 3 beds _ Bad & bsealdew 13 I Per 2 wits4 - - Livefwark unit: ' Residential driveways shall satistjr the Parking space requirements for single-hnnity detached dwelling units, duplexes, and mahi-family dwelling imide oontsining garages, provided such driveways we of tullcient size to mad the parking space requirements of this subsection. A residential driveway of sufficient a= shall be provided prior to the imiance of a certificate of occupancy. For all required parking spaces, not located within an enclosed garaM the first perking space shall be tine minimum size required for a handicap space, exclusive of public or private rights-of-way, and all other required sprees must be mooned in accords= with anew city standards. All driveways shall be setback at least two (2) feet from interim side and corner side property lines, and maintained and drained so as to prevent nuisance conditions or a danger to the public and/or adjacent property owners. Any expension to an existing driveway shall require a zoning permit from the Pl®aiog and Zoning Division in accordance wins the procedures specified in C wtcr 2. Article D. Sediom S.B.; however, any driveway expansion (or similar impervious saface) dua is equal to or greater than eight hundred (800) square fact shall require the approval of a land development permit in accortlenc a with Chapter 2. Article III. Sc!g n 3. Any work, such as a driveway, proposed within the Swale (right-of-way) shall require a permit from the Engineering Division in accordance with the procedures spoe fled in 2. Article III. Section 4. 2 Guest perking shall be provided at a rate of 0.15 spaces per unit for residential developments coosisdng of three (3) or more dwelling units. 3 Required parking shall be calculated on the basis of ane (1) apace per each emploM manager, or owner and one (1) parking space far each guest unit Newly created parking may be located only in the near and aide yard. hdtpJ/www.amlagd=m/wWgnteway.dl Nimidwbo 'on... ARTICLE V. MINIMUM OFF-STREET PARKING REQUIREMENTS Page 3 of 3 In addition to the requited pairing for the residential unit, the city requires that one (1) pairing space per two (Z) livelvvorkc units be provided to meet business activity needs. Parking lxovided to tweet this requnemeot sball be located an the K built into or under the sftmcdtte, of whhin three hundred (300) fiat of the unit in which the use is locato& The distw= ahstl be a straight line momroment from a point one the boundary line of the p mperty of the subject unit to the ckwd boundary line of the propeaty one which the paddng is bested. Parking provided to accommodate said space, including driveways of adequate depth in frost of the unit's garage, shall not Nerve as meeting required parking for the unit's residential use. httpJ/www.amlegal.comhnct/gateway. eloQaneattegulatioa.. 1/won This Is an APPRAISAL REPORT that complies with Standard Rule 2-2(a) of Uniform Standards of Professional Appraisal Practice (USPAP: 2016-2017) (a) The content of an Appraisal Report must be consistent with the Intended uss of the ■ppralsal and, at a minimum: (1) state the Identity of the client and any Intended users, by name or type; (11) state the Intended use of the epprolsal; (III) summarbs Information sufficient to Identify the nal estate Involved In the appraisal, including the physical, legal and economic property characteristics relevant to the assignment; (Iv) state the nal property Interest appralsed; (v) state the type and definition of value and cite the source of the deflnition; (vl) state the effective date of the appraisal and the date of the report; (vii) sunxnarizs the scope of work used to develop the appraisal; (viil) surrrnartae the Information analysed, the appraisal methods and techniques empkyyed, and the reasoning that supports the analyses, opinions, and conclusions; exclusion of the solos comparison approach, cost approach, or Income approach must be explained; (Ix) state the use of the nal estate existing as of the date of value and the use of the real *state reflected In the appraisal; (x) when an opinion of highest and best use was developed by the appraiser, sumrnarlze the support and rationale for" opinion; (XI) clearly and conspicuously: ■ stab all extraordinaryossumptlons and hypothetical conditions; and ■ stab that their use might have affected the assignment results; (x1n Include a signed certification In accordance with Standards Rule 2-3. Standards Rule 1-5 When the value opinion to be developed Is market value, an appraiser must, If such Information Is available to the appraiser In the normal course of business: (a) analyse all agreements of sale, options, and listings of the subject property current as of the efhctive date of the oppralsal; and (b) analyze all sales of the subject property that occurred within the three (3) years prior to the of ctive date of the appraisal. 476.611 Florida Statutes: Definitions: (1) As used In this part, the term: (a) 'Apprelsai" or "appralsal servioss' means the services provided by certified or licensed apprelsers or registered trainee appreleem, and Includes: 1. "Appraisal assignment" denotes an engagement for which a person Is employed or retained to act, or could be perceived by third parties or the public as acting, as an agent or a disinterested third party In rendering an unbiased analysis, opinion, review, or conclusion relating to the nature, quality, value, or utility of specified Interests in, or aspects of, Identified real property. 2. "Analysis assignment" denotes appraisal services that relate to the employer's or client's Individual needs or investment oboctives and Includes specialized marketing, financing, and feasibility studies as well as analyses, opinions, and conclusions given in connection with activities such as real estate brokerage, mortgage banking, real estate counseling, or real estate consulting. 3. "Appraleal review assignment' demotes an engagement for which an appraiser In employed or retained to develop and communicate an opinion about the quality of another appraisers appraisal, appraisal report, or work. An appraisal review may or may not contain the reviewing appraisers opinion of value. (b) "Appreisai Foundation" or "foundation' means the Appraisal Foundation established on November 20, 1987, as a not-for-profit corporation under the laws of Illinds. (c) 'Appraisal report" means any communication, written or oral, of an appraisal, appraisal review, appraisal consulting service, analysis, opinion, or conclusion relating to the nature, quality, value, or utility of a specified Interest in, or aspect of, Identified real property, and Includes any report communicating an appraisal analysis, opinion, or conclusion of value, regardless of title. However, In order to be recognized in a federally related transaction, an appraleal report must be written. (d) "Appralaal revk W means the act or process of developing and communicating an opinion about the quality of another appraisers appraisal, appraisal report, or work. (e) "Appralsal subcommittee' means the designees of the heads of the federal financial inti tutions regulatory agencies established by the Federal Financial Institutions Examination Council Act of 1978 (12 U.S.C. ss. 3301 at W.), as amended. (f) "Appraiser" means any person who Is a registered trainee real estate appraiser, licensed real estate appraiser, or a certified real estate appraiser. An appraiser renders a professional service and Is a professional within the meaning of s. (4)(w). (g) 'Board" means the Florida Real Estate Appraisal Board established under this section. I, I 'Certified general apprelaW means a person who Is certified by the department se to Issue appraisal reports ._ any tyNG r uI proper (1) 'Certified residential appraiser' means a person who Is certified by the department as qualltied to Issue appraisal reports for residential real property of one to four residential units, without regard to transaction value or complexity, or real property as may be authorized by federal regulation. 0) *Department" means the Department of Business and Professional Regulation. FA �A WM JeM & Vance, Jr., MAI, SttA, ASA, MHA Appraises - Real Estate Analyst • Reviewer - Expert Vim= Vance Real Estate Service - 7481 NW 4 Strut - Plantation - Florida • 33317 OfEce: 954.583.2116; Cell: 954.610.2423; Email: vanceval@comcast.net Web Page: www.vawmtdestateservice.com Vance Real Fstate Service = a Veturaa-Ownod Small Busman (VOSB) and Florida C rtisod SDVBE Mmordy Buwnaes Emaprieo Veoral®ng in personalized real estate valuation services in Florida for over 35 yam Curr a tly registered in "SALT' (U.S. Gov nni t System br Award Meaegemrd — DUNS 626494957). Dcidpated apprai m perbrm the appraisal work, w trainees Daae B. Vmoe, Jr., MAL SRA, ASA, MBA end Claudia Vanes MAI are quali5ed w expert w Messy for emmant domain, banbWk ies, de8cieacy judp=di; marriage dissolution, and esRabe valoat=L our firm Values most types of real property intie abs for sale, mortgage toms, litigation and investment remonsbly, tbxo* and professionally. As licensed real estates brokers, wa parfarm most otter real property l:imWDns. We also do "Valuations for Firmncial Reporting." A) PROFESSIONAL D5=A7I+O_AlA9 DBC- MW TLMM A CER=CATIONS MAIDESIGNATION - APPRAISAL DaT iTumut Member No. 8781 SRA DESIGNATION - APPRAISAL IINSTTjUTFUfbMember No. 8781 ASA DESIGNATION - AMERICAN SOC W1 Y OF APPRAISERS (RE -Urban) #003439 MBADEGREE - REAL ESTATE MANAC M2 ENT AND STATE -CERTIFIED GENERAL REAL ESTATE APPRAISER #RZ45 (Florida) FLORIDA STATE LICENSED REAL ESTATE BROILER NO. BK. 91050 REGISTERED VETERAN -OWNED SMALL BUSINESS (CCR/D= 826494957) FLORIDA CERTIFIED SDVBE BUSINESS ENTERPRISE (Minority Bu®new Enterprise - MBE) FLORIDA ODY P." APPROVED APPRAISER C urremtl{y regbkred in "SAM" (U.S. Government Syrian for Award Meoegement). ffi OiJURM AS AN EXPERT WITNESS IN IitBAL MATE VAI.IIATION 1. U.S. Court of Appeals, Eleverrth Circuit 2. U.S. Dhtrkd Court, Southern District of South Florida 3. U.S. Dishiest Court, New k mq 4. U.S. Bw*ruptcy Comrt, Soug m District of Florida S. U.S. Benlauptcy Court, District ofNew Jerry 6. U.S. Bmk nq*.y Court, Western Qittabcngh) Division of Pesmsyhsnia 7. Florida Chunk Courts: Broward, Dade Palm Beech, Lee, Collier, Martha, and Okeechobee Counum B. Appraiser on Jmdmaic esmioem' domain cases TESSL E R, NESS TRAILERPARK, PATE, SDAPSON v. FILLJCHIO, RUBANO, PALM BEACH COUNTY (FL) vs. COVE CLUB INVESTORS, LTD. C't K PERMC K Over thiztyAw (35) years Wrai ft and analylong real property Iexnete in South Florida. hdW tial: RESIDENCES, RESTAURANTSMARS, APARTMENT BUILDINGS, OFFICE BUILDINGS HOTMANOTELS, CHURCHES, CONDOMINIUhMMOM, HOSPITALS & NURSING HOMES, VACANT LAND, GOLF COURSES, GMY CLUBS, GASOLINE SERVICE STATIONS, MARINAS, TRAILER PARKS, SHOPPING CE [TE RS, BANK&MI IFI INSTITUTIONS, BOWLJNG ALLEYS, P.U.D.'S, INDUSTRIAL. BUILDINGS, TIME-SHARE DEVEIMMENT% ROCK PITS, SCHOOLS, AGRICULTURAL PROPERTIES, WATER MANAGEMENT DISTRICT, MARKETABILITY, FEASIBILITY ANALYSES, INVESTMENT ANALYSES, AUTO SALES FACILITIES, LEASE VALUATIONS, TAX & ASSESSMENT APPEALS, CONDEMNATION, EXPERT WITNESS (Member National Forensic Center), BUSINESS ENTERPRISE VALUATIONS (BEV), (VFR) VALUATION FOR FINANCIAL REPORTING, AVIGATION & CLEARANCE EASFd1 MM, ESTATES, DIVORCES, PLANNING&AND USE STUDIES, HIGHEST & BEST USE ANALYSES, DEPRECIATION ANALYSES, COMPONENT APPRAISALS, ENVIRONMENTALLY SENSITIVE LAND, CONTAMINATE) PROPERIMS, SUGARCANE & TURPGRASS LAND, DAY CARE CENTERS, SELF -STORAGE FACIIITTES, FUNERAL. HOMES, ANIMAL HOSPITALS, SUBMFROED LAND, CITY CENTERS, etc. Pagel 05 NATE INDIVIDUALS AND CORPORATIONS, ATTORNEYS, ACCOUNTANTS, TRUST DEPARTMENTS, Wella Fargo; BankAtlantic; SunTrust; American National Bank; I And madt Bank; City National Bank; BamkUaibed; Gateway American Bank; State Farm Bank; Englewood Bank & Truk; SAVINGS & LOANS, INSURANCE COMPANIES, REAL ESTATE 1NVBSTI►ENT TRUSTS, & REAL ESTATE TRANSFER COMPANIES, TITLE INSURANCE COMPANIES; FLORIDA CMES: FORT LAUDERDALE, PLANTATION, COOPER CITY, TAMARAC, LAUDERIMI., BOCA RATON, DEERFIELD BEACH, OAKLAND PARK, WILTON MANORS, HOLLYWOOD, WEST PALM BEACH, DELRAY BEACK HAILANDAIE, PEMBROKE PINES, COOPER CITY, TOWN OF DAVIE, TOWN OF SOUTHWEST RANCHES, MMAMAR • BROWARD, PALM BEACH, COLLIER, OKEECHOBEE; BROWARD COUNTY BOARD OF COUNTY COMMISSIONERS; OKEECHOBEE BOARD OF COUNTY COMMISSIONERS. SCHOOL BOARD OF BROWARD COUNTY. FLORIDA. BARD COUNTY g0UMNGA9E9QN= STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION (DCII); Ami OF FLORIDA DIVISION OF GENERAL SERVICES(GSA); N. BROWARD GEMML HOSPITAL DISTRICT; STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECIZON (Approved Vendor)LUA TREASURY DEPARTMENT (General Counsel, I.R.S.); U.S. MARSHAL'S SERVICE — U.B. ATTORNEY'S OFFICE CENTRAL DIMON — U.S. Dept of Justice; VETERANS ADMINI81TtATTON M EDUCATIONAL BACKGROUND - (Partial List) BACHELDR OF ARTS - Earmam College, Riehniond, Indiana (1954) MBA (Nova Usilveratty) - Real Estate Management & Development (National Dean's List 1991) Course 1 (AIREA) - Basic Principles of Appraising Comae 2 (AIREA) - Urban Property Vahution (Inoom) Cama 4 (AWMA) - Caodaanation ANnising Cause 6 (AIREA) - Income Caphlbatim & Analysis Course 101 (SREA) 1mhu&wfiw to Appraising Course 201(SREA) - Income Property Valuation, Theory Course 202 (SREA) - Applied Income Property Valuation Course 301 (SREA) - Applications/App Waal Analysis Symposium (SREA) Market Analysis,1978, Vrp* Symposium (SREA) Market Amalys* 1979, Ariaana Symposium (SREA) Markot Aowlyais,1980, South Cerollins Symposium (SREA) - Market Amalys* 1981, Tenmeoee Symposium (SREA) - Market Amlysie,1982, New Mexico Symposium (SREA) - Market Analysis, 1983, Penmsylwnia Symposium (SREA) - Market Analysis. 1984, Gwgoa Symposium MM - Market Amalys* 1995, Vancouver, B.C. Symposium (SREA) - Market Amlym 1986. New Jersey Clinic (SREA) - #201 Instruclor,1987, U. of Illinois Clinic (SREA) - #101 Imtntcsor,1989, Illinois semi rner (SREA) - Profentaoal Ptactioe,1988. Florida Symposium (SREA) Market Amlys* 1988, Caldormie Symposium (SREA) - Market Analysis, 1989, Minnesota MBA Clnmduate School Courses1990-1991 - ^Regulation of Real Estate Development" - "Reel Properties Management^ - "Legal Issues In Real Palate" - "Market Analysis anti Site selection" - "Organizaticoal Behavior and Management" - "Humtm Rewuce Mamaga ut" "Real Edge Economies"- "R. B. Fmsnoc Imtrnmerrls, Institutim dt Invattr►eot Analysis" - 'Lkbon Whstruct ure & Bnviouuental Analysis" - "Real Eabme AooattYing' "Marinating Msmagmtent for Real Estate" - "Commercial Real Estate Lending" "Cramkuodon Technology and the Building Development Process" SEMINAR (Ai) Cost Approach(199TJBoston) SEMINAR (AI) Rata & Ratios (1992/Boston) SEMINAR (AI) - internshmtalApptamw(IMSoaton) SEMINAR (AI) Litigation ValnatiomMock Trial (1993) SEMINAR (AI) - ADA ACT (I 993/Rmo) SEMINAR (AI) - Hotel Valusti m (1993) SEMINAR (AI) - Inoomo CaphIinW0n, Methods (1993) SEKNAR (AI) Powerlinnes0ectromagnatic Redietion (1994) SEMINAR (AI) - Verifying Market Data (1994) SEMINAR (AI) - Market Studies for Appraisals (1994) S131v UXM (AI) Florida Appraiser Core Law (USPAP/1994) Page 3 of 3 ElYWCAIMONAL SEMINAR (AI) IRA Lmuted Appraisals & Reports (USPAP/1994) SEMINAR (A[) - Public Safety & Property Values (1995) SEMINAR (AI) - Outparoel Vakm6on (1995) SEMINAR (AI) - ComputerTahmk►gy Video Confaena (1995) SEMINAR (AI) - The Internet & the Appraise (1996) SBMINAR (AI) - Florida Comrmercial Construction (1996) SE9V[INAR (Al) - Real Property Rights in Florida (19%) COURSE (AI) - USPAP & Florida Real Estate Core Law (1996) Sffi4INAR (Al) - Valuation of Trees (1997) 3 -DAY COURSE - Emuoomomtal Permitting/Mitigation/Mitigation Risk Marragerrmt- Lie6ility(Wetlands/ Hawdous WastedDooder Liab>7hy (1997/Marco Beach. FL) SEMINAR (AI) - Vahn ioo of Transfrrable Development Rlg1ft [I'DR'aj (1997) COURSE (Al) - Standards of Profewcoal Practice, Part G 15 hour Comae #430 (1997) SEMINAR (AI) - Noo-C.arfomxb* Uess (1998) SEMINAR (AI) - The Impart of Contamination ora Roel Elate Value (1998) COURSE (AI) - USPAP & Fkaida Real &tete Care Law (1998) SEMINAR (AI) - E0000mctridStetiatioal Vahmtioa Methods (1999) COURSE (AI) - 14 Hots (2 -day) Adm meed Spawdshat Modeling for Valuation Applications SEMINAR (A]) - OkAWbxdm ofReal Eshidwhat U.S. Appraisers Need to Know (1999) NWINAR (An The Rale of the Appraiser in Afternati" Dispute Resolution (MWisdontAftration) (1999) SEMINAR (AI) Tectology Forum Part H/Inta mediste (1999) SEMINAR (AI) Cliaxt lapmerrt (1999) SEMINAR (AI) - Adaclring and Defaoding m Appraisal (1999) SEMINAR M - Federal Appraisal RegWrements ("Yellow Book") (2000) SEMINAR (A) - Regnesaion Amlym in Appraisal Ptaaioa Concepts & Applications (2000) SEMINAR (AI) - Awlymmg inooaoe Producing ftpertive Com) SEMINAR (ATIF) -1031 Ta Dafared Elxohangas (2000) COURSE (Al!) - USPAP & Morida Real Estate Core Law (2000) SEMINAR (AI) Mediation & Alternate Dispute Resolution Sea»>m (2001) SEMINAR (Al) - State of the Appraisal Profession (2001) 2 -Day SEMINAR - Emiaet Domain, by CLE b0maboml, Temps, Florida (2001) SEMINAR (AI) - Ad Valorem Assessment Process in FM& (2002) SEMINAR (AI) - Role of Real Eetaw Appraisers in Bankruptcy Pmowdinge (2002) SEMINAR (AI) - Appraisers & the Gramm -Leach -Bliley Federal Privacy Act (2002) SEMINAR (AI) - How to Appraise the Ugly House (2002) COURSE (An 2 -Day Course 0430, Standards of Professional Practice, Part C (20M) SSMOgAR (AI) - Market Trends for 2003 (2003) SEMINAR (Al) - Update on Code of'Professiooel Woe (2003) PANEL (Ai) - Modador "Industry. Ccs & Congm aslonal Views on Predatory Larding" D.C. (2003) SE M]NAR (AI) - Florida State Law fru Rel Estate Appraises (2003) SEMINAR (An • Appraisal Agoeomenta (2003) SEMINAR (Al) • Analyzing Distressed Rel Balite (2004) SEMINAR (A1) - Valuation for Financial Reporting Purposes (2004) SEMS NAR (AI) 7 Hoffa National USPAP Update Coupe #1400 (2004) SHvIINAR (AI) Inverse Condemnation (2004) SEMINAR (AI) Appraiser Independence in the Loan Proctors (2004) M MMif (Al) - Moderator at 2 -day Appraisal Summit in Washington, D.C. (122004) SID4INAR (AI) - Loss Prevention Program far Real Estate Appraisers (2005) SEMINAR (AI) - Valuation of Wetkm& (78005) SEMINAR (Al) - Tri -Courcy Reakfadial Symposium (82005) SEMINAR (AI) - "Cool TooW' Laterad Resources and Use for Vakssa m (22006) SEKINAR (AI) - MAB 7 -Hors National USPAP Update (58006) STAR (Al) - FREAB 3 -Hour Fktrida State Law for Real Estate Appraisers (52006) SEMINAR (AI) - USPAP Scope of Work & New Requirememta (82006) SEMINAR (AI) - USPAP Rappraising. Readdressing & Reassigning Appraisal Reports (9IL007) SEMINAR (Al) - Al Summary Appraisal Report/Residatial (4" COURSE (Fir,) -14-Hour Continuing Education (imhxhng 3 -Hour Florida Core Law) (7/2007) SEMINAR (AI) - Real BOW Fraud: Appraisal Bewa a (88007) SIBMAR (AI) - Florida Law for Real Estate Appraiser (I 1/2007) COURSE (AI) - Baameas Practices sod Woe — 8 hours (12x2007) SEM ]NAR (AI) -Supervisor Trainee Roles and Rules (?MN) SEMINAR (AI) -7 Horn National USPAP (42008) SEMINAR (Al) - USPAP Hypothe11ca1 Cwditiona & Extraordinary Assumptions (52008) SEMD4AR (A]) - Lhigrticm Skills for the Appreiser— 7 -Hour Sunhw (92008) SOdNAR (AI) - Public Saxor Appraising CL2009) Pale 4 of 5 WEBINAR (Al) - Develop an Effective Madmfiug Plan (32009) SEMINAR (MI) - InVecting the Residerrtiel "Omen house" (4/2009) SEbGNAR (Al) - Property Tax Assessment (52010) SMAINAR (AI) - Supervisor Trainee Rules and Rules (7/2010) SEMINAR (M) - Florida Law for Rest FAbde Appraiser (7201 0) SEMINAR (Al) - 7 -Hour Introduction to Valuation for Fumnalwy l Reporting — Chicago (5/2009) SEMINAR (Al) Government Regale<ioas & Their Mot on R.B. Appraising (82009) SEKINAR (Al) - R.BMaeati How We Out Hem Where We Ares Where We're Going (102009) SEMINAR (AI) • 7 Harr National USPAP Update Course (10112010) COURSE (Ai) - 7 Hort hrhvdmtion in Conservation Easement Valuation (12/10/2010) SEhM4AR (An - The Real Estate Marini (2!182011) COURSE (Al) -16 Hours Unititm Appnraieal Standards for Federal Lead Acquisitions ("Yellow Book") (2,25-2620I 1) WEB04AR (Al) - Real Estate industry Paapeckves on Lease Accounting (4/72011) COURSE (At) -15 Hoar Appraisal Cuniculmn Overview (5/19.20/2011) WEBINAR (An - 2-bom Invmtmerd Property Accounting Standards (MOI 1) SEMINAR (Al) • 3 Hour Spotlight on USPAP — Agreemeot for Services (7/152011) COURSE (Al) -14 Home (2.6y) Advanced Excd %n daheet Modeling for Vahu+tion Applications (9t22&9/23/2011) SEMINAR(Al) - Trial Components (11/4/11) SEKKAR (Al Lessons Som the Old Economy Watling m the New (IMM12) 7 -Hoar USPAP National USPAP Update (3/912012) 3 -Hour FIL Law - State Law Update (3!92012) SEM AR (Al) Appraise] Review for General Appraisers (4/122012) SEM NAR (Al) Iaod Vahation (420/2012) SEMINAR (Al) The Valuation of Warohousa (6!22/2012) SEMINAR (An - Town Hall Meeting: 2012 Appraisal Institute Forum (7/122012) SEMINAR (AI) IRS Valuation (7/1912012) SEIMM (AI) - 7 Har Business Pructiom and Ethics Coum (12,72012) SEM NAR (M) - Real Estate Fareast 2013 (1252013) COURSE (Al) • 7 Hoar Advanced Marketability Studio (5/62013) SEMINAR (Al) - Developing a Supportable WoMle (11/152013) SEMINAR(Al) - Florida Appraisal Law Cauca (2/72014) SEIvI NAR (AI) - Liability Issues for Appraieaa performing I inset & Non -Leading Work (2114/2014) COURSE (Al) - 7 Hoar National USPAP Update Course (4!252014) SEWI NAR (An - Economic Conditions (5/162014) SBM MAR (Al - Fandamatals of Going Cancans (7/16/2014) SEMINAR (Al -Litigation Assigsm eats for Rmide fiat Appraisers (7/242014) SMMNAR (Al) - Economic Engines of Miami Dade County. Florida (1232015) SEMINAR (Al) - Economic Engines Driving froward County. Flanda (5115201 5) 3 -Har FhJAw - Florida Real Estate Brolaw 14 -hour Comdnuing; Education Coupe (incl. 3 hour core law) with exam (92015) SEMINAR (AI) - Drone Technology & its Effieat on Real Berate Valuations (112015) SEMINAR (AI) - Loss Prevention for Raaf Estate Appraises (11=16) COURSE (An - 7 -Hour National USPAP Update Comae (422,2016) SEMINAR (AA - 3 -Hour Florida Appraisal I" (4M=16) SEMINAR (Al) - 4 -Hour Appsials in the Banking Envhonmai (5/62016) SEMINAR (AY) - Apprum g the To gh One: Muwd Uro Propatiea (8/192016) SEMUNAR (AI) - 4-Aora Businm Pracd a & Belies (12,02 /201 6) 5 -Year Requiremaut WEBINAR (Al) - 2 -Hour Yellow Book Changes — Overview for Appraisers (1/112017) SEMINAR (An - 3 -Hours Economic Engines Driving Browud County in 2017 (1272017) COURSE (Al) - 7 -Hours: Itodttction to Green Buitdinp Prmck" & Concepts (2242017) Paas s of s Licensed by the Fimida Dgmtnw rd of Education to Teach (Catifiaae No. 275236). Authored and taught Residential and Commercial Real Estate Appraisal Comm for Broward County Adult Education Program. Taught Course 101 - Society of Real Estate Appraisers, Taught Cmtase 201 . Society of Real Estate Appraisal. Taught Appraisal Seminars - Board of Realtors, ASA, SREA, and AI (Appraisal Lntittde� Adjunct Profeasor, Univeraity of Florida Division of Cootinuigg Education: (taught Course 2, "Real BMW Principles and Practices" to prospective Florida Real Estate Brokma G) PROFEMONAL OFFICES HEL (AWARDS NATIONAL B.O.D. MEMBER - BOARD OF DIRECTORS of APPRAISAL INSTTTITTE (ZOO& 2008) AWARD - Appraisal Institute `NATIONAL PRESIDENTS AWARD" 2006 AWARD - Appraisal Institute'%]FEI1ME ACHIEVEMENT AWARD" 2011 For "high ethical standards, contributions to the Appraisal Institute, Community and Appraisal Proftasion for at bast 20 years." CHAIR - REGION X - Ail of Florida - Appraisal Iostidnte (2008) VICE -CHAIR - RB13ION X - Ail of Florida - Appraid Institute (2007) THRID DIRECTOR - REGION X - AQ of Florida - Appraisal Inetitute (2006) FINANCE OFFICER - REGION X— All of Florida — Appraisal Institute (2006) PRESIDENT - BROWARD COUNTY, SOCIETY OF REAL ESTATE APPRAISERS PRESIDENT - BROWARD COUNTY, AMERICAN SOCIETY OF APPRAISERS CHAIR - FLA. SPATS GOVERNMENT RELATIONS SUBCOKhG TIE OF AI CHAIR - FLA. STATE LEGISLATION & REGULATION SUBCOhQJMT S OF Al G) PROMMONAL OFFICES HILL&AWAYM CHAIR FLORIDA REALTORS COM 1STI'IE8 ON CObIId]TTEE REFORMS CHAIR EDUCATION COMMTPnEA FT. LAUDERDALE CHAP113t AI CHAIR CANDIDATES GUIDANCE COMMITIF.B, FT .LAUDERDALE CHAPTER Al CHAIR NATIONAL Valuation for Financial Riposting PROJECT TEAM OF Al VICE CHAUt & MEMBER - NATIONAL GOVPRDAC3NT RELATIONS CO1vIItBTTEB OF Al (15 Ymn) MEMBER NATIONAL LONG RANGE PLANNING COMMITTEE OF Al MEM3m NATIONAL PUBLIC AFFAIRS COMMITTEE, OF Al DIRECTOR - REGION X (Florida) Appraisal Institute MEMBER, - REGION X (FLORIDA) ETHICS AND COUNSELING PANEL DIRBCPOR - BROWARD COUNTY, FLORIDA SOCIETY OF REAL ESTATE APPRAISERS DIRECTOR - SOUTH FLORIDA CHAPTER AMERICAN SOCIETY OF APPRAISERS MEMBER - NATIONAL EXPERIENCE REVIEW PANEL M ffdBER OF Al SPECIAL MASTER BROWARD COUNTY BOARD OF TAX ADJUSTMENT COMMISSIONER - 17TH JUDICIAL CIRCUIT COURT, Bmwad County, FL MEMBER - 2013 APPRAISAL INSTMTTE NATIONAL BUSVAL PROJECT TEAM E) PROFESSIONAL PUBIICATIONB & PBJIMUATIONS Wrote and tactgit abasic Reaideatial Appraisal Corm for the Broward County Adult Education Div. of the Dept of Education; Wrote and taught an Income Appraisal Course for rho Broward County Adult Eduction Division of the Dcpartmad of Education; Co-atrthonod and tu*d an appraisal ownae on MostgaWliquity Capitalization for the American Society of Appraisers. Authored and taught a Florida State and Appraisal Institute 3 -hour s ocredited coum in'T w I awn tm Ragulmiion and Appraisal of Real Properly Rights to Florida Somber 7, 1996. Presentation on "Gramm-Latch-BEW Federal Privacy Act of 1999 for South Florida Chapter of American Society of Appraisal on October 24, 2001. Pra n ded 3-bour Florida CBU-audit aemiaar on "Appraisers and the Gramm -Leach Bfiley Act" beforo the South Florida Chapter of the Appraisal Institute on July 27, 2002. Praeada at 6.5 Hour CL8-credit Attorney Seminar on FW1& Eminent Domain, "Valuation and Dan= Issues" Febnwy 2, 2006, Fort Lauderdale, Flarida T) CIVICINVOLV� MEMBER OF ROTARY INTERNATIONAL / PAUL HARRIS FELJ OW MEMBER OF THE GREATER FORT LAUDERDALE OPERA GUILD MEMBFA FLORIDA PHR ARMONIC BRO WARD TRUSTM MEMBER OF THE BROWARD COUNTY LIBRARY SUPPORT GROUP ("BYBLOS") MEMBM CIRCLE OF FRIENDS — NOVA SOUTHEASTERN LIBRARY FOUNDATION MEMBER NOVA SOUTHEASTERN UNIVERSITY ALUMNI ASSOCIATION MEMBER OF THE FORT LAUDERDALE HISTORICAL SOCIETY MEMBER OF THE BROWARD COUNTY MUSEUM OF THE ARTS MENMM OF THE FORT LAUDERDALE / BROWARD COUNTY CHAMBER OF COMMERCE MEMBER OF THE BETTER BUSINESS BUREAU OF SOUTH FLORIDA LJFETM HONORARY MEMBER FLORIDA SHERIFF'S ASSOCIATION MISER NATIONAL & FT. LAUDERDALE COUNCILS U.S. NAVY LEAGUE U.S. ARMY VETERAN WWII (RA 17212681)- HONORABLE DISCHARGE 1949 1 of 4 1Arme new Estat3e Service @9 Claudia Vance, MM Appraiser • Real Estate Analyst • Reviower Vance Real Estate Service - 7481 NW 4 Street - Plubtioan - FL 33317 Office: 954.583.2116 Cell: 954.647.7148 Email: vancevalraktt.net Wcb Site: www.,ya4qqvgcstauuMccwptm Vance ileal Estate Service is a Vetersa-Owned Small Buamees (VOSB) end Florida Catified SDVBE Minority Bumese Enterprise specializing m peraonalizod Mal estate valuation saviow in Florida fbr over 35 years. Designated appraisers perform the appraisal work, no trainees. Our appraisals ate used for financiall mortgage lom purposes ffom large mixed use complams to small owner- occupied propadea. We have the gwMations for apprsitels submitted to SBA. Jesse B. Vence, Jr, MAI, SRA, ASA and Claudia Vmwq MAI aro qualified as cgxzt witnesses for endne®t domain, deficiay,y judgments eon, and estates Our firm values most types of real property Wareets, timely, profisdcaaliy, and at competitive costa. A) DIAGN IL= UCENSES MAI Designation - APZ?RAISAI, INUL IL ME No. 9451 State- A ified denial Real Eetaee Appraiser No. R7,173 Florida State Iicareed Real Estate Bmlaer No. BK 0161305 VOSB Veteran -Owned Small &raises (CC WJDum 826494957) B) WORK HUUM 1983 - Current Vice Preaidont - Vance Real Estate Service 1981-1983 President - The Appraisal Comp oy, Fat LaudadalA Florida 1979 —1981 Staff Appraiser - Real Pmpatty Analysts, Inc., Fort ImWcsdalc; Florida 1976—IM REALTOR Associate - The Atwood Corporation, Fat I audwdal% Fbrida 1973-1975 Teacher of Secondary Lmguege Arts in the Jefil:rsom Pariah School fn Ladsiaoa C) QIWM D AS AN EXPERT WITNESS IN REAL MA'rt+ VALUATION U.S. Bm nq try Court, Southern District ofFicaida Florida Circuit Court: Broward County D) R RIECTAT, MAGUIRATE FOR TSE BROWARD CO VALUE ADJUSTMFIIPI' 29AM 2002-2010 E) EXPERMNCE: 35+yms appraising and analyzing real property it is in South Florida. Pallid, list Of teal orODWtv tVOM vabuad: High value residamoea, Condominiums/ Co-operatives, Office, Multi -family, ReaWrrants/ bare, Auto dealerships, City COMM Holds/ notch, Houses of Worship, Schools, Child art, ccntcnk Self -storage, Funeral home, Animal Hospital, Mrxed use, Nuning homes, Gaa sales stations, Msrinss, Mobile home paniwa Shopping oe I Country clubs/ golf oanaa, Financial metiwtions, Bowling owWrs, Vacant had, Agricultural prop, Environmentally sensitive Ind I vmm of Rwad Marled Vahne, Emiaeat Domam, Marketability, Feasibility, Highest and Best Use, Investment Analyses, Partial Interests, Easement Vahudons, Estate plannin& Meaiage dissolution, Lead tM studies Damagd Caatffimnstion studies 2of4 F) PARTIAL LIST OF CLIENTS — PRIVATE: Individuals, Corporations, Attorneys, Acoountents, Habitat for Humanity, Seminole Tribe of Florida CONE IERCIAL BANKS: Wells Fargo; BankAtlwdq SunTrust; Citigroup; Space Coast Credit Union; State Farm Bank; Florida Shores Bum15 American National Bank,, Landmark Bmk; City National Bank Englewood Bank & Trust SAVINGS & LOANS, INSURANCE COMPANIES, REAL ESTATE INVESTMENT TRUSTS, & REAL ESTATE TRANSFER COMPANIES, TITLE INSURANCE COMPANIES FLORIDA CTnZS: Fort Lauderdale, Plantation, Cooper City, Deer$eld Beach, Tamarac, Oakland Paris, Wilton Manors, Davie, Hollywood, Pembroim Pines, Hallandale Beach, Lauderhill, Southwest Ranches, Miramar, Boca Raton, Boynton Beach, West Palm Beach, Delray Beach FLORIDA COUNTIES and AGENCIES: Broward, Palm Beach, Broward County Board of Canty Commissioners, School Board of Broward County, Broward County Housing Authority STATE OF FLORIDA Department of Transportation (FDOT), Department of F.nvirvnmeatal Prowtion U.& Department of Veterans AfWn, U.S. DeputmeM of Tressary (fib U.S Marshall's S eryke, U.S. Attorney Q) EDUCA11ONAL Aeademde: Bachelor of Arts Dopm — University ofNew Orleans. New Orleans, LA — M4jor: English Prola damsh Course I -A (AiRFA) - Introduction io Appraising Real Props ty.1977, Posed Exam Course 1-8 (AIREA) - CopiWindim Theory and Techniquee,1978, Pawed Exam Course VIII (AIRF.A) - Residential Appraising, 1978, Passed Exam Course SPP (AI) - Standards of Pmf:aaxnW Prectioe,199Z Passed Exam Course 2.1 (AIR A) - Use &M* 1987, Passed Exam Course 2-2 (AIRBA) - Report writing, 1987, Paced Buam Course R-2 (SREA) - Report writing, 1978, Passed Ruen Course 202 (SREA) - Applied income Property Valuadar,1993, Passed Exam Course 301 (SREA) - Appllcatioaa(Appraiwl Analysis,1984, No Exam Course SPP (SREA) - Standards ofPmfassiorral Practice, 1989, No Exam Symposium (BABA) - Market Analysis, 1993, Philsdeh)his SMposinm (MM) - Market Analysis,1984, Atiaeta Symposium (ELBA) - Market Analysis, 1985, Vancouver Symposium MM) - Mvloet Analysis, 1986, Atl®dc City Symposium (SREA) - Market Analysis, 1988, Lon Angeles SEMINAR (AI Cost Approach (1992/Bostm) SEMINAR (AI) Rata A Ratios (19921Boatoe) SEMINAR (AI) International Appraising (19971Bosbon) SEMINAR (AI) Litigation VatuatkmMock Tdat (1993) SEMINAR (AI) ADA ACT (1993/Rmo) SEMINAR (AI) Hotel Valuation (1993) SEMINAR (AI) Inwme CvpiWizatiM Metbodr (1993) SEMINAR (AI) PowtidineoTlactromagriatic Radiation (1994) SEMINAR (AI) Vaiij* Msrket Dara (1994) SEMINAR (AI) Market Studio for Appraisals (1994) SEMINAR (AI) - Florida Appmiea Com Law (USPAP/I 994) SEMINAR (AI) Limited Appraisals & Reports (USPAPn994) SEMINAR (AI) Public Safety A Proporty Vahra (1995) SEMINAR (AT) Outpatoel Valuation (1995) SEMINAR (AI) Computer Technobgy Vk1eo Confarmoe (1995) SEMINAR (AI) The Internet & the Appraista (1996) SEMDAR (AT) Florida Commercial Construaim (1996) SEMINAR (AI) 1996 Debt E><chenge (1996) SEMINAR (AI) Reel Property Rights in Fkr & (1996) COURSE (AI) USPAP & Florida Real Eelatie Core Law (1996) SEMINAR (AI) Vshuatioo of Trow (1997) 3 of 4 Q EDUCA71ONAL BACKGROUND fC®tlnuedl SBM[NAR (AI) - Valuaft of Transferable Development Rights ITDR'e1(19M COURSE (AI) - Sttadwde ofPmfoaelomel Prutioe, Fart C,15 hoc Comm 0430 (1997) S0 4AR (AI) - Non -Ging Uses (1996) SEMINAR (AI) - The Impact of Contonhu tion on Real Beate Vahme (1995) COURSE (AI) - USPAP & Florida Real EaMe Case Law (1998) SEMINAR (AI) - B=mmetricsSWisdcal Valuation Methods (1999) SEMINAR (AI) - Obbalizatim of Real Estate/What U.S. Appnimn Need to Know (1999) SEMINAR (AI) - The Role of the Appraiser in Alternative Dispute Resolution (Mediadoo/Atbitratiom) (1999) SEMINAR (AI) - Technology Forum Part 11fte wd sse (1999) SEMINAR (AI) - Cheat sot (1999) SEMINAR (AT) - Attach and Defmidmg an Appraisal (1999) SEMINAR (AI) - Federal Appraisal Rapp mueab (2000) SEMINAR (AI) - Regression An dy s in Appraisal Practice: Concepts & Applications (2000) SEMINAR (AI) - Ana4aing lnoosne Producing Properties (2000) COURSE (AI) - USPAP & Florida Real Estate Close Law (2000) SEMINAR (AI) - Mediation & Alternate Dispute Raoh9ion Seminar (200 1) SEMINAR (AI) - State of the Appraisal Profession (2001) SEMINAR (Al) . Ad Valarem Assemmant Procees in Florida (2002) SEMINAR (A[) - Role of Real Estate Appraiaaa in Bmknq bcy Proms (2002) MWINAR (AI) - Appraises cit the Gramm-Leach-Bliley Federal Privacy Act (2002) SEMINAR (AI) - How to Appraise the Ug)y House (2002) COURSE (AI) - 2-Day Course 0430, Standards of Proieeeiomal Practice, Part C (2002) SEMINAR (Ai) - Monnet T'roMs for 2003 (2003) SEMINAR (Ai) - Update on Code of Professional Ethics (2003) PANEL (AI) - Moderator "Industry, Connaaer & Congressional Views on hula" leading" D.C. (2003) SEMINAR (AI) - Florida State Law for Real Estate Appraisaa MM) SEMINAR (AI) - Appraisal Agre®ads (2003) SEMINAR (AI) - Aoalft Distressed Real Estate (2004) SEMINAR (AI) - Valuation ibr Ficial Reporting Purposes (2004) SEMINAR (An - National USPAP Colne (2004) SEMINAR (AI) Inverse Cbn6mnnation (2004) SEMINAR (Al) - Lusa Prevention (2005) SEMINAR (AJ) - Single Family Feud Awwancss (2005) SEMINAR (AI) • Quids to the new URAR fon n (2005) SEMINAR (AI) Technobgiae for Real Estate Appraimn (2006) SEMINAR (AI) - The Appraiser's Rob in New UrbWon (2006) SEMINAR (AI) - National USPAP Update (2006) SEMINAR (AI) Florida State law for Real Estate Appraisal (2006) SEMINAR (AI) - Scope of Wait sad the New USPAP Requirements (2006) SEMINAR (An Energy Star and the Appraisal Prowse (2006) SEMINAR (Al) - Reapp maing, RasddresshnS and Reassigning Appraisals (2007) SEMINAR (An - Real Estate Fraud (2007) SEM 4AR (Al) - Forecasting Revae (2007) SHMINAR (AI) Florida Lsw for Real Estate App we (2007) COURSE (Al) - Business Practice and Ethics 0420 (2007) SEMINAR (Al) - Supervisor— Trainee Roles and Rules (2008) COURSE (AI) .7 Hour National USPAP Update OW (2008) SEMINAR (AI) - Hypothetical Conditions and Assumptions (7.005) SEMINAR (AI) - Real Borate B0000my (2008) SEMINAR (AI) - Public Sector Appraising (2009) SEMINAR (Ai) - Inspecting the residential "green" horse (2009) WEBINAR (AI) . Value for Financial Raportmg (2009) SEMINAR (AI) The Rel Esbte Martmt in 2009 SEMINAR (AI) - New Government RgFlatmame (2009) SEMINAR (AI) • Property Tax Messment (2010) SEMINAR (AI) - 7 Hour Nstronal USPAP (2010) SEMINAR (AI) - Flormda Law !br Real Estate Appraisers (2010) SEMINAR (AI) - SupwAsar/ Traiaw Rola and Rules (2010) SEMINAR (Ai) - The Real Estate Marinet (2011) . SEMINAR (AI) - UnM m Appraisal Standards lbrFadarai Land Acquisitions- "Yellow Boob' (2011) COURSE (AI) -15 Hour AppraW Curriculum Overview (2011) SEMINAR (AI) - Spotlight oa USPAP — Agreement for Services (201 l) SEMINAR (AI) Trial Components (2011) 4 of 4 EDUCATIONAL. BACKGROUND f &Idg0M SEMINAR (AI) I ass ms Som the Old Economy Working in the New (2012) SEMINAR (AI) - Appraisal Review for Omeral Appraisals (2012) COURSE (An Nati—] USPAP Update (2012) SM04AR (AI) Florida Law (2012) SEMINAR (AI) Land Valuation (2012) SEMINAR (AI) - Valuation of Warehouses (2012) SEMINAR (AI) - IRS Valuation (2012) SEMINAR (AI) Business Practices and Ethics (2012) SEMINAR (AI) Real Palate Forecast (2013) SEMINAR (AI) - Advanced Marketability Studies (2013 ) SEMINAR (Al) - Developing a Supportable Workiile (2013) SEMINAR (AI) Florida Appraisal Law (2014) SEMINAR (AI) Liability Isuos fin Appraisers pa hrmkng Latigatioo & Non-Laminmg Work (2014) COURSE (AI) -7 Hem National USPAP Update Course (2014) SEKWAR (AI) -Florida Law (2014) SEMINAR (AI) New Roel Estate Economy (2014) SEMINAR (AI) Economic Engines ofMiami-Date County (2015) SEMINAR (AI) Emwmio Engines of Broward Cointy (2015) SEMINAR (AI) - Tighkniog the Appraisal (2015) SEMINAR (AI) - Evaluating Commercial Construction (2015) SEMNAR (Al) Drone Technology (2015) MUNAR (An Lass Prevmtian for Appraisers (2016) COURSE (AI) 7 Horn National USPAP Update (2016) SEMINAR (An - Florida Law (2016) SMADIAR (An - Rcdadming the Appraisal & Its Rob in an Evolving Banking Environment (2016) Region X Representative of Bre Appraisal Institute 2006 – 2009 President of the South Florlda Chapter of the Appraisal Institute - 2003 First ViwFrasidant of the South Florida Chapter of the Appraisal hvdmte -2002 Second Vice -President of the South Florida Chapter of the Appraisal Institute -2001 Secretary of the Sort► Florida Chopter of the Appraisal Iratitu a -2000 Treasurer of the South Florida Chapter ofthe Appraisal Institute - 1999 Chair of the Sducatkm Committee of the S. Florida Chapter of the Appraisal Instituto -1995,1996,1997,1998, 2007- 2016 Coir of the University Relations Committee of the South Florida Chapter of the Appraisal bmdh to - 2006 Daectar of the South Florida Chapter of the Appraisal hatitute 1996 .1998. Member of Region X (Florida) Ethics and Counseling Parol SSI Gradrmte ofthe Florida REALTORS Institute (GRI) Director of the Florida Association of REALTORS (FAR) -1981 Committee Member of the Florida Association of REALTORS, Education Committee 1980 & 1981 Chairmen of the Edw4diom Cmnmittee of the Fort Lauderdale REALTORS - 1981 and 1982; Member 1978, 1979, 1980 Mamber ofthe Long Range Plarming and Awards Committees ofthe Fort LKxkrdsk REALTORS Irsfructor for the Inveetrnom Division of She Fort Lauderdale REALTORS D PROFEIIONAL PIUJMB ATl[ON8 & MSENTA31ON Prepared and taught Maswft Raalltsfate Afadtomadcr st the Fort Lauderdale Arra Board of REALTORS Prepared and MUSM A Guide to Rsssar kbw Beal EtLare hujonnwfion in Bm%wd County and Wont v Through the Baric .approaches to Manfd VahK Fort Lauderdale Area Board of REALTORS J) CIVIC IIWOLVEMENT Member of the Navy League of the United States – Fort Lauderdale Council Lifetime H000ary Member- Florida Sheriff's Association Member of Zeta Tan Alpha Alumeae Fraternity ATTACHMENT III ATTACHMENT III It j _Not SKIN MWA 40M.L aAw *owl as ummw woodwome Sia can Jim 8Jqu=j/pwrmSSv MUE ww3qnw MAL MrUlL ol ME OL -Old WiLL—IMMA—Hi _Sai� 0 am i tOZ6MO J"o aoS List mihm Dow ww m ll3 STOM SWOOPS am0O "GUMPE0110,414pum mm IWA*ADB jftA3mw 3RV KID L 3N GH MOOMM LF-fzzp 3rn ummusma am NNVM UC*Lx.G PIMWAMUMM MGIA ATTACHMENT IV PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (hereinafter "Agreement") Is made and entered Into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes (hereinafter "PURCHASER") and LARANN LAND INVESTMENTS, INC., a Florida Corporation (hereinafter "SELLER"). In consideration of the mutual covenants and agreements herein set forth, the Parties hereto agree as follows: I. PURCHASE AND SALE/PROPERTY. SELLER agrees to sell and convey to PURCHASER and PURCHASER agrees to purchase and acquire from SELLER, on the terms and conditions hereinafter set forth, the Property located at 340 NE 10th Avenue, Boynton Beach in Palm Beach County, Florida (the "Properties") and more particularly described as follows: Property Control No.: M43-45-21-04-000-0050 Lot 5, Robert Wells Subdivision, According to the Plat thereof on file in the Office of the Clerk of the Circult Court in and for Palm Beach County, Florida, Recorded In Plot Book 11, Pope 66, Less the North 10 feet conveyed to Palm Beach County In Official Records Book 3814, Page 1275. 2. PURCHASE PRICE_ AND PAYMENT, The Purchase Price to be paid for the Property shall be Fifty Thousand Dollars ($50,000), payable in cash, by wire transfer of United States Dollars at the Closing. 3. DEPOSIT. 3.1 Earnest Moneypc�ostt. Within five (5) Business Days after the execution of the Purchase Agreement by both parties, PURCHASER shall deliver to Lewis, Longman & Walker, PA ("Escrow Agent") a deposit in the amount of One Thousand Dollars ($1,000.00) the "Deposit"). 3.2 Icatlon/Disbursement of Deposit. The Deposit shall be applied and disbursed as follows; The Deposit shall be delivered to SELLER at Closing and the PURCHASER shall receive credit for such amount against the Purchase Price. If this Agreement Is terminated during the Feasibility Period (hereinafter defined) for any reason, the Deposit shall be Immediately refunded to the PURCHASER. If this Agreement is terminated due to a default, pursuant to Section 12, the Deposit shall be delivered to (or retained by, as applicable) the non -defaulting Party, and the non - defaulting Party shall have such additional rights, if any, as are provided In Section 12. Purchase and Sale Agreement Page 2 of 15 3.3 Escrow Agent. PURCHASER and SELLER authorize Escrow Agent to receive, deposit and hold funds In escrow and, subject to clearance, disburse them upon proper authorization and In accordance with Florida law and the terms of this Agreement. The parties agree that Escrow Agent will not be liable to any person for misdelivery of escrowed Items to PURCHASER and SELLER, unless the misdelivery is due to Escrow Agent's willful breach of this Agreement or gross negligence, If Escrow Agent Interpleads the subject matter of the escrow, Escrow Agent will pay the filing fees and costs from the deposft and will recover reasonable attorney's fees and costs to be paid from the escrowed funds which are charged and awarded as court costs in favor of the prevailing party. All claims against Escrow Agent will be arbitrated, so long as Escrow Agent consents to arbitrate. 4. EFFECTIVE DATE. The effective date of the Purchase Agreement Is the date that the Escrow Agent receives the Escrow Deposit and Escrow Agent executes the Agreement. 5. CLOSING.- The purchase and sale transaction contemplated herein shall close on or before May 4, 2017, (the "Closing'"), unless extended by other provisions of this Agreement or by written agreement, signed by both parties, extending the Closing. 6. TITLE_T0 BE CONVEYED. At Closing, SELLER shall convey to PURCHASER, by Warranty Deed complying with the requirements of the Title Commitment (hereinafter defined), valid, good, marketable and Insurable title in fee simple to the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively, the "Permitted Exceptions"): (a) general real estate taxes and special assessments for the year of Closing and subsequent years not yet due and payable; (b) covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey (defined in Section 7), to which PURCHASER falls to object, or which PURCHASER agrees to accept, pursuant to Section 7.1 and Section 7.2 hereof. 7. FEASIBILITY PERIOD. The PURCHASER, and Its designees shall have ten (10) days from the Effective Date of this Agreement ("Feasibility Period"), at PURCHASER's expense, to make inquiries to determine if the Property Is suitable for Its intended use and to enter upon the Property, at anytime and from time to time with reasonable notice to SELLER and so long as said Investigations do not result In a business interruption, to perform any and all physical tests, Inspections, valuation appraisals and Investigations of the Property, Including but not limited to Phase I and Phase II Investigations, which PURCHASER may deem necessary. During this Feasibility Period, PURCHASER may elect, In PURCHASER's sole and absolute discretion, to terminate this contract and receive back all deposits hereunder. If PURCHASER elects to terminate this Agreement in accordance with this Section, PURCHASER shall: (1) leave the Property In substantially the condition existing on the Effective Date, subject to such disturbance as was reasonably necessary or convenient in the testing and Investigation of the Property; (11) to the extent practicable, shall repair and restore any damage caused to the Property by Purchase and Sale Agreement Page 3 of 15 PURCHASER's testing and investigation; and (Ili) release to SELLER, at no cost, all reports and other work generated as a result of the PURCHASER's testing and Investigation. PURCHASER hereby agrees to Indemnify and hold SELLER harmless from and against all claims, losses, expenses, demands and liabilities, Including, but not limited to, attorney's fees, for nonpayment for services rendered to PURCHASER (Including, without limitation, any construction liens resulting therefrom) or for damage to persons or property (subject to the limitation on practicability provided above) arising out of PURCHASER's Investigation of the Property. However, PURCHASER's indemnification obligations shall not exceed its statutory limits as provided within Section 768.28, Florida Statutes, and PURCHASER does not waive Its sovereign Immunity rights. SELLER hereby agrees to Indemnify and hold PURCHASER harmless from and against all claims, losses, expenses, demands and liabilities, Including, but not limited to, attorney's fees, for nonpayment for services rendered to SELLER or for damage to persons or property (subject to the limitation on practicability provided above) arising out of PURCHASER's Investigation of the Property. SELLERS' obligations under this Section shall survive the termination, expiration or Closing of this Agreement. 7.1 Title Review. Witt In ten (10) days of the Effective Date, PURCHASER shall obtain, at the PURCHASER's expense, from a Title Company chosen by PURCHASER (hereinafter "Title Company), a Title Commitment covering the Property and proposing to insure PURCHASER In the amount of the Purchase Price subject only to the Permitted Exceptions, together with complete and legible copies of all instruments Identified as conditions or exceptions in Schedule B of the Title Commitment. Any and all assessments, outstanding utility charges, liens and other matters not constituting Permitted Exceptions shall be paid by Seller prior to or at closing from Seller's proceeds. PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than thirty (30) days after the Effective Date notifying SELLER of any objections PURCHASER has to the condition of title (hereinafter "Title Objections"). If PURCHASER falls to deliver the Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth In the Title Commitment. If PURCHASER timely delivers the Title Objections, then SELLER shall have thirty (30) days to diligently and In good faith undertake all necessary activities to cure and remove the Title Objections (hereinafter "Cure Period'). In the event that SELLER Is unable to cure and remove, or cause to be cured and removed, the Title Objections within the Cure Period, to the satisfaction of PURCHASER, then PURCHASER, in PURCHASER's sole and absolute discretion, shall have the option of (1) extending the Cure Period and the Closing for one additional thirty (30) day period, or (11) accepting the title as It then is but using such portion of the Purchase Price as may be necessary to pay and satisfy any mortgages, outstanding utility charges, delinquent property taxes and/or code enforcement and contractors' liens or other recorded claims of lien upon the property, or (III) canceling and terminating this Agreement, In which case, the Deposit shall be retumed to PURCHASER and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Prior to the Closing, PURCHASER shall have the right to cause the Title Company Purchase and Sale Agreement Page 4 of 15 to issue an updated Title Commitment ("Title Update") covering the Property. If any Title Update contains any conditions which did not appear in the Title Commitment, and such Items render title unmarketable, PURCHASER shall have the right to object to such new or different conditions In writing prior to Closing. All rights and objections of the Parties with respect to objections arising from the Title Update shall be the same as objections to items appearing In the Title Commitment, subject to the provisions of this Section. 7.2. Survey Review. PURCHASER, at PURCHASER's expense, shall 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 7.1 concerning title objections. 7.3 SELLER Deliveries. SELLER shall deliver to PURCHASER the following documents and Instruments within five (5) days of the Effective Date of this Agreement, except as specifically Indicated: 7.3.1 Copies of any reports or studies (including engineering, environmental, soil borings, and other physical Inspection reports), in SELLER's possession or control with respect to the physical condition or operation of the Property, If any. 7.3.2 Copies of all licenses, variances, waivers, permits (including but not limited to all surface water management permits, wetland resource permits, consumptive use permits and environmental resource permits), authorizations, and approvals required by law or by any governmental or private authority having jurisdiction over the Property, or any portion thereof (the "Governmental Approvals"), which are material to the use or operation of the Property, if any. 7.3.3 Prior to the Closing Date, SELLER shall execute and deliver to PURCHASER any and all documents and instruments required by PURCHASER, in PURCHASER's sole and absolute discretion, which: (1) effectuate the transfer to PURCHASER of those Governmental Approvals, or portions thereof which are applicable to the Property, that PURCHASER desires to have assigned to It, and/or (ii) cause the Property to be withdrawn from any Governmental Approvals. No later than thirty (30) days prior to the Closing Date, SELLER shall remedy, restore, and rectify any and all violations of the Governmental Approvals (Including, but not limited to, any and all portions of the surface water management system, mitigation areas or other items which do not comply with the Governmental Approvals or applicable rules), if any. SELLER warrants that there will not be, at the time of Closing, any unrecorded Instruments affecting the title to the Property, including, but not limited to any conveyances, easements, licenses or leases. Purchase and Sale Agreement Page S of 15 S. CONDITIONS TO CLOSINr: PURCHASER shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the "Conditions to Closing") are either fulfilled or waived by PURCHASER in writing: 8.1. Representations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. 8.2. Condition of Property. The physical condition of the Property shall be the same on the date of Closing as on the Effective Date, reasonable wear and tear excepted. 8.3. Pendine , Proceedlngs. At Closing, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened, which has not been disclosed, prior to closing, and accepted by PURCHASER. 8.4. Compliance with Laws and Repulatl3ns. The Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing. S.S. OccunancyL The property shall be conveyed to the PURCHASER at time of dosing unoccupied. 9. CLOSING DOCUMENTS. The PURCHASER shall prepare, or cause to be prepared, the Closing Documents set forth In this Section, except for documents prepared by the SELLER'S 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. ¢grL A Warranty Deed (the "Deed") conveying to PURCHASER valid, good, marketable and Insurable fee simple title to the Property free and dear of all liens, encumbrances and other conditions of title other than the Permitted Exceptions. 9.2 seller's Affidavits. SELLER shall furnish to PURCHASER an owners affidavit attesting that, to the best of its knowledge, no Individual or entity has any claim against the Property under the applicable construction lien law; and that there are no parties In possession of the Property other than SELLER. SELLER shall also furnish to PURCHASER a non -foreign affidavit with respect to the Property. In the event SELLER Is unable to deliver Its affidavits referenced above, the same shall be deemed an uncured title objection. 9.3. Cioslni; Statement. A dosing statement setting forth the Purchase Price, the Deposit, 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 PURCHASER shall also execute and deliver at Closing. Purchase and Sale Agreement Page 6 of 15 9.4. Corrective Documents. Documentation required to dear title to the Property of all liens, encumbrances and exceptions, If any, other than Permitted Exceptions. 9.5. Additional Documents. Such other documents as PURCHASER or the Title Company may reasonably request that SELLER execute and deliver, and any other documents required by this Agreement or reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. 10. PRORATIONS, CLOSING COSTS AND CLOSING PROCEDURES, 10.1. Proration. Assessments, rents, Interest, Insurance and other expenses of the Property shall be prorated through the day before Closing. PURCHASER shall have the option of taking over existing policies of Insurance, if assumable, In which event premiums shall be prorated. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. Advance rent and security deposits, If any, will be credited to PURCHASER. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable discount. 10.2 Ad Valorem Taxes. PURCHASER and SELLER shall comply with Section 196.295, Florida Statutes, with respect to the payment of prorated ad valorem taxes for the year of dosing into escrow with the Palm Beach County Tax Collector's Office. In the event that, following the Closing, the actual amount of assessed real property tax on the Property for the current year is higher than any estimate of such tax used for purposes of the Closing, the parties shall re -prorate any amounts paid or credited based on such estimate as If paid In November. This shall survive the Closing. 10.3. Special Assessment Liens. Certified, confirmed and ratified special assessment liens imposed by public bodies as of Closing are to be paid by SELLER. Pending liens as of Closing shall be assumed by PURCHASER. If the improvement has been substantially completed as of the Effective Date, any pending lien shall be considered certified, confirmed or ratified and SELLER shall, at Closing, be charged an amount equal to the last estimate or assessment for the improvement by the public body. 10.4. Closing Costs. PURCHASER shall be responsible for title Insurance expenses, recording the deed and half of all general closing expenses (settlement fee, courier fees, overnight package, etc.). SELLER Is responsible for documentary stamps on the deed, half of all general closing expenses and their own legal fees. All other costs of closing shall be bome by PURCHASER. 10.5 Closin€ Procedure. PURCHASER shall fund the Purchase Price subject to the credits, offsets and prorations set forth herein. SELLER and PURCHASER (as applicable) shall Purchase and Sale Agreement Page 7 of 15 execute and deliver to Closing Agent the Closing Documents. The Closing Agent shall, at Closing: (i) disburse the sale proceeds to SELLER; (11) 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. 10.6 Existing Mo gages and Other Liens. At Closing, SELLER shall obtain, or cause to be obtained, satisfaction or release of record of all mortgages, liens and Judgments applicable to and encumbering the Property. 11, REPRESENTATIONS, COVENANTS AND WARRANTIES. To induce PURCHASER to enter into this Agreement, SELLER makes the following representations, all of which, to the best of Its knowledge, in all material respects and except as otherwise provided in this Agreement (1) are now true, and (11) shall be true as of the date of the Closing unless SELLER receives information to the contrary, and (iii) shall survive the Closing. In that event, PURCHASER shall be provided Immediate notice as to the change to the following representations: 11.1 At all times from the Effective Date until prior to Closing, SELLER shall keep the Property (whether before or after the date of Closing) free and clear of any mechanic's or materialmen's liens for work or materials furnished to or contracted for, by or on behalf of SELLER prior to the Closing, and SELLER shall Indemnify, defend and hold PURCHASER harmless from and against all expense and liability in connection therewith (including, without limitation, court costs and reasonable attorney's fees). 11.2 SELLER has no actual knowledge nor has SELLER received any notice of any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by any organization, person, individual or governmental agency which would affect (as to any threatened litigation, claim, action or proceeding, In a materially adverse fashion) the use, occupancy or value of the Property or any part thereof or which would otherwise relate to the Property. 11.3 SELLER has full power and authority to enter Into this Agreement and to assume and perform its obligations hereunder in this Agreement. SELLER does not and will not conflict with or result in the breach of any condition or provision, or constitute a default under, or result In the creation or Imposition of any lien, charge, or encumbrance upon any of the Property or assets of the SELLER by reason of the terms of any contract, mortgage, lien, lease, agreement, Indenture, Instrument or judgment to which the SELLER Is a party of which is or purports to be binding upon the SELLER or which affects the SELLER; no action by any federal, state or municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid Instrument binding upon the SELLER In accordance with its terms. 11.4 SELLER represents that SELLER will not, between the date of this Agreement and the Closing, without PURCHASER'S prior written consent, which consent shall not be unreasonably withheld or delayed, except In the ordinary course of business, create any Purchase and Sale Agreement Page 8 of 15 encumbrances on the Property. For purposes of this provision the term "encumbrances" shall mean any liens, claims, options, or other encumbrances, encroachments, rights-of-way, leases, easements, covenants, conditions or restrictions. Additionally, SELLER represents that SELLER will not, between the date of this Agreement, and the Closing take any action to terminate or materially, amend or atter any existing leases presently in existence, without the prior consent of PURCHASER, which consent shall not be unreasonably withheld or delayed. 11.5 SELLER represents that there are no parties other than SELLER In possession of the Property or any portion of the Property as a lessee. 11.6 SELLER shall not list or offer the Property for sale or solicit or negotiate offers to purchase the Property while this Agreement Is in effect. SELLER shall use Its best efforts to maintain the Property in its present condition so as to ensure that It shall remain substantially in the same condition from the conclusion of the Feasibility Period to the Closing Date. 11.7 SELLER has no actual knowledge nor has SELLER received any notice of any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by any organization, person, individual or governmental agency which would affect (as to any threatened litigation, clalrn, action or proceeding, in a materially adverse fashion) the use, occupancy or value of the Property or any part thereof or which would otherwise relate to the Property. 11.8 SELLER represents that it has no actual knowledge nor has it received any notice that the Property has been, is presently or Is contemplated to be utilized as a reservoir of hazardous material. As used herein, the term "Hazardous Material' shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk of Injury to health, safety and property, Including, but not limited to, all of those materials, wastes and substances designated as hazardous or toxic by the U.S. Environmental Protection Agency, the U.S. Department of Labor, the U.S. Department of Transportation, and/or any other state or local governmental agency now or hereafter authorized to regulate materials and substances In the environment (collectively "Governmental Authority(les)"). 11.9 SELLER represents to PURCHASER that the Property Is not subject to any deed restrictions or declaration of restrictions running with the Property which would affect the use of the Property except those constituting Permitted Exceptions as defined above. 11.10 Between the date of this Agreement and the date of closing, SELLER will not file any application for a change of the present zoning classification of the Property. 11.11 Authority. The execution and delivery of this Agreement by SELLER and the consummation by SELLER of the transaction contemplated by this Agreement are within Purchase and Sale Agreement Page 9 of 15 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. 11.12 Title. SELLER Is and will be on the Closing Date, the owner of valid, good, marketable and Insurable fee simple title to the Property, free and clear of all liens, encumbrances and restrictions of any kind, except the Permitted Exceptions (and encumbrances of record which will be discharged at Closing). 11.13 Additional Warranties and Representations of SELLER. As a material Inducement to PURCHASER entering Into this Agreement, SELLER, to the best of SELLER'S Information and belief, hereby represents and warrants the following: 11.13.1 There are no pending applications, permits, petitions, contracts, approvals, or other proceedings with any governmental or quas4ovemmental authority, Including but not limited to, PURCHASER, munidpalltles, counties, districts, utilities, and/or federal or state agencies, concerning the use or operation of, or title to the Property or any portion thereof and SELLER has not granted or Is not obligated to grant any Interest in the Property to any of the foregoing entities. 11.13.2 There are no facts believed by SELLER to be material to the use, condition and operation of the Property in the manner that It has been used or operated, which it has not disclosed to PURCHASER herein, including but not limited to unrecorded Instruments or defects In the condition of the Property which will impair the use or operation of the Property in any manner. 11.13.3 To the best of SELLER'S knowledge, the Property and the use and operation thereof are In compliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning and environmental laws and regulations. 12. DEFAULT, 12.1. PURCHASER's Default. In the event that this transaction falls to close due to a wrongful refusal to close or default on the part of PURCHASER, subject to the provisions of Paragraph 12.3 below, the Deposit actually then being held by the Escrow Agent shall be paid by Escrow Agent to SELLER as agreed liquidated damages and, thereafter, neither PURCHASER nor SELLER shall have any further obligation or liabilities under this Agreement, except for those expressly provided to survive the termination of this Agreement; provided, however, that PURCHASER shall also be responsible for the removal of any liens asserted against the Property by persons claiming by, through or under PURCHASER, but not otherwise. PURCHASER and Purchase and Sale Agreement Page 10 of 15 SELLER acknowledge that if PURCHASER defaults, SELLER will suffer damages in an amount which cannot be ascertained with reasonable certainty on the Effective Date and that the amount of the Deposit being held by Escrow Agent most closely approximates the amount necessary to compensate SELLER. PURCHASER and SELLER agree that this is a bona fide liquidated damages provision and not a penalty or forfeiture provision. 12.2. Sellees pgfault. In the event that SELLER shall fall to fully and timely perform any of its obligations or covenants hereunder or If any of SELLER'S representations are untrue or Inaccurate, then, notwithstanding anything to the contrary contained in this Agreement, PURCHASER may, at Its option: (1) declare SELLER in default under this Agreement by notice delivered to SELLER, In which event PURCHASER may terminate this Agreement and demand that the Deposit be returned, including all Interest thereon if any, In accordance with Section 3 and neither Party shall have any further rights hereunder, or (2) seek specific performance of this Agreement, without waiving any action for damages. 12.3. Notice of Defauft. Prior to declaring a default and exercising the remedies described herein, the non -defaulting Party shall Issue a notice of default to the defaulting Party describing the event or condition of default In sufficient detail to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have fifteen (15) days from delivery of the notice during which to cure the default, provided, however, that as to a failure to close, the cure period shall only be three (3) business days from the delivery of notice. 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 shall survive the termination of this Agreement. 13. NOTICES. All notices required In this Agreement must be In writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: If to Seller: Larry Finkelstein Larann Land Investments, Inc. P. O. Box 362042 Melbourne, FL 32936-2042 If to Purchaser : Michael Simon, Interim Director Boynton Beach Community Redevelopment Agency 710 N. Federal Highway Boynton Beach, FL 33435 Purchase and Sale Agreement Page 11 of 15 With a copy to; Kenneth Dodge Lewis, Longman & Walker, PA 515 North Flagler Drive Suite 1500 West Palm Beach, FL 33401 14. BINDING OBLIGATION/ASSIGNMENT. The terms and conditions of this Agreement are hereby made binding on, and shall Inure to the benefit of the successors and permitted assigns of the.Parties hereto. SELLER may not assign its Interest in this Agreement without the prior written consent of PURCHASER, which shall not be unreasonably withheld. PURCHASER shall have the right to assign this Agreement to the City of Boynton Beach (the "City") without the prior consent of SELLER and the PURCHASER shall be released from any further obligations and liabilities under this Agreement. The PURCHASER may not assign this Agreement to any other party without the prior written approval of SELLER, which shall not unreasonably withheld. If PURCHASER has been dissolved as an entity while this Agreement and/or the attached Lease Agreement are In effect, the provisions of section 163.357(1), Florida Statutes, (as it may be amended from time to time), shall apply. 15. BROKER FEES. The SELLER and PURCHASER hereby state that they have ngLdealt with a real estate broker in connection with the transaction contemplated by this Agreement and are not liable for a sales commission. SELLER shall indemnify, defend and hold harmless the PURCHASER 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 from any agreement, arrangement or understanding alleged to have been made by SELLER on its behalf with any broker or finder in connection with this Agreement. The provisions of this Section shall survive Closing or termination of this Agreement. 1 - =W•►� •► 16.1. For purposes of this Agreement, pollutant ("Pollutant") shall mean any hazardous or toxic substance, material, or waste of any kind or any contaminant, pollutant, petroleum, petroleum product or petroleum by-product as defined or regulated by environmental laws. Disposal ("Disposal") shall mean the release, storage, use, handling, discharge, or disposal of such Pollutants. Environmental laws ("Environmental Laws") shall mean any applicable federal, state, or local laws, statutes, ordinances, rules, regulations or other governmental restrictions. 16.1.1 As a material Inducement to PURCHASER entering into this Agreement, SELLER hereby warrants and represents the following, as applicable: (1) That SELLER and occupants of the Property have obtained and are in full compliance with any and all permits regarding the Disposal of Pollutants on the Property or contiguous property owned by SELLER, to the best of SELLER'S knowledge. Purchase and Sale Agreement Page 12 of 15 (2) SELLER Is not aware nor does It have any notice of any past, present or future events, conditions, activities or practices which may give rise to any liability or form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant on the Property. SELLER is not aware nor does it have any notice of any past, present or future events, conditions, activities or practices on contiguous property that Is owned by SELLER which may give rise to any liablllty orform a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant affecting the SELLER'S property. (3) There is no civil, criminal or administrative action, suit, claim, demand, Investigation or notice of violation pending or, to the best of that entity's knowledge, threatened against SELLER or the Property relating In any way to the Disposal of Pollutants on the Property, any portion thereof, or on any contiguous property owned by SELLER. 17. PUBLIC RECORDS. PURCHASER Is a public agency subject to Chapter 119, Florida Statutes. The SELLER Is hereby notifled that the PURCHASER Is required by law, pursuant to Chapter 119, to maintain and disclose upon request all records deemed public under the statute including this Agreement and some or all of the documents necessary to consummate the transaction set forth herein. To the extent that any litigation should be Instituted by SELLER, either directly or as a third party, to prevent or prohibit PURCHASER from disclosing or providing documents Involving this Agreement or the transaction set forth in the Agreement pursuant to a public records request submitted under Chapter 119, SELLER agrees that PURCHASER may either: 1) defend the claim up to and Including final judgment, or 2) Interplead the challenged documents Into the court. In either event, SELLER agrees to pay PURCHASER's reasonable attorneys' fees and costs, both trial and appellate. 18. MISCELLANEOUS 18.1. 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 the Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be Interpreted in accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be In the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida, or, should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District of Florida. Purchase and Sale Agreement Page 13 of 15 18.2. Computation of Time. Any reference herein to time periods which are not measured In business days and which are less than six (6) days, shall exclude Saturdays, Sundays and legal holidays In the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the next full business day. Time is of the essence in the performance of all obligations under this Agreement. Time periods commencing with the Effective Date shall not include the Effective Date in the calculation thereof. 18.3. Waiver. Neither the failure of a party to Insist upon a strict performance of any of the terms, provislons, covenants, agreements and conditions hereof, nor the acceptance of any Item by a party with knowledge of a breach of this Agreement by the other party In the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default In any of such terms, provisions, covenants, agreements or conditions. This paragraph shall survive termination of this Agreement and the Closing. 18.4. Construction of Aareement. The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement, or any amendment hereto, the masculine shall include the feminine, the singular shall Include the plural, and the plural shall include the singular, as the context may require. Provisions of this Agreement that expressly provide that they survive the Closing shall not merge Into the Deed. 18.5. Severability. If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be Invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entitles or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law. The provisions of this Section shall apply to any amendment of this Agreement. 18.6 Handwritten Provisions. Handwritten provisions Inserted In this Agreement and initiated by PURCHASER and SELLER shall control all printed provisions In conflict therewith. 18.7 Walver of JWry 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. 18.8. Attorneys Fees and Coats. 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. 18.9 Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the PURCHASER and SELLER has full right Purchase and Sale Agreement Page 14 of 15 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. 18.10 Recording, This Agreement may be recorded in the Public Records of Palm Beach County, Florida. 18.11 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'S Property Deed and PURCHASER's possession of the Property. 18.12 SELLER Attorneys' fees and Costs. SELLER acknowledges and agrees that SELLER shall be responsible for Its own attorneys' fees and all costs, if any, Incurred by SELLER In connection with the transaction contemplated by this Agreement, SIGNATURES ON FOLLOWING PAGE Purchase and Sale Agreement Page 15 of 15 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Printed Name: Title: Board Chair Date: WITNESS: Printed Name: ESCROW AGENT Lewis, Longman & Walker, P.A. Printed Name: Date: SELLER: LARANN LAND INVESTMENTS, INC. Printed Name: Title: Date: WITNESS: Printed Name: BOYNTON .�� BEACH CRA BOARD MEETING OF: April 11, 2017 Consent Agenda I I Old Business I X I New Business I I Legal I I Information Only I I CRAAB AGENDA ITEM: XIV. D. SUBJECT: Consideration of Changes to the CRA Procurement Policy Relating to "Piggybacking" for Professional Services SUMMARY: The CRA's Procurement Policy allows for the use of contract "piggybacking" utilizing the active purchasing agreements of other special districts, municipalities, and counties that have been procured pursuant to a competitive bid process for commodities and contractual services. Currently, the CRA Procurement Policy prohibits "piggybacking" on active purchasing agreements of other special districts, municipalities, and counties for the hiring of Professional Services that include the use of architects, landscape architects, engineers, surveyors and other professional services as defined in Florida Statue Chapter 287.055. The advantage that "piggybacking" is that it provides a CRA or City the ability to use these professional services without having to go through a formal and lengthy Request for Qualification (RFQ) process. Staff is recommending a revision to the CRA Procurement Policy to provide for "piggybacking"' on contracts for Professional Services as long as cost for services is not in an amount that is subject to the Consultants Competitive Negotiation Act ("CCNA") statutory procurement requirements triggered by the procurement of Professional Services in excess of $35,000. The proposed revisions also clarify when and under what terms the CRA may piggyback on state contracts. Together, these revisions will allow staff to procure in a timely and efficient manner professional services already competitively bid by other municipalities, special districts, counties and the State of Florida. This is particularly important with the increased strategic direction by the CRA Board on Boynton Beach Boulevard redesign and the Town Square Project. The recommended revisions have be reviewed and approved by CRA legal counsel (see Attachment I with revisions to Section I page 6, and Section VII. b., pages 12 and 13). FISCAL IMPACT: N/A CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan and FY 2016-2017 CRA Budget CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: 1. Approve revised CRA Procurement Policy to allow piggybacking of Professional Services so long as the procurement is not subject to the CCNA. 2. Do not approve the revised CRA Procurement Policy. Michael Simon, Interim Executive Director ATTACHMENT I Simon, Michael M: Kathryn Rossmell <krossmell@llw-law.com> nt: Thursday, March 2, 2017 5:07 PM To: Simon, Michael; Harris, Susan; Hill, Vicki Cc: Tara Duhy Subject: Sending: Procurement Policy with Draft Revisions per M. Simon (00763163).docx Attachments: Procurement Policy with Draft Revisions per M. Simon (00763163).docx Hi Mike — per our call earlier, please find attached a draft of the revisions to the procurement policy. All revisions can be seen on page 12. As we discussed, please take a look at the policy as a whole and let us know if you see other areas for improvement. One other change I recommend would be to state that professional service procurement outside the CCNA is subject to the procurement processes outlined in the policy. Concerning your inquiry regarding retaining architects in an amount less than $35,000, which is the CCNA trigger: First, you asked about piggybacking. Right now, the CRA procurement policy prohibits piggybacking on contracts for Professional Services, which includes architects. The changes in the proposed draft attached revise that provision to allow you to piggyback on contracts for Professional Services so long as it is not in an amount that would subject it to the CCNA. Outside of piggybacking, procurement of architectural services is governed by the CCNA. If it is not subject to the CCNA, procurement can proceed under the normal procurement process. The policy simply states that professional services are procured as required by the CCNA, but taken as a whole, the policy governs procurement not otherwise governed by tute. Finally, regarding the special events, we understand you are going to solicit bids in some way, so let us know if you need to discuss that further or if we can assist you. Let me know if you have any questions! Kathryn B. Rossmell I Attorney 515 North Flagler Drive, Suite 1500 1 West Palm Beach, Florida 33401 krossmell(cDllw-law.com 1561.640.0820 vCard 1 Website 1 Bio I ioin us online Lim The In(ornnaan comtairad to this tran6nMsoon may df It u Int*rwied o* for the use of the _ L4ii8MAN nc��) nwned a m, Iftha reader ofthis messaw is not the intended reclpiertt you are betebynottlW1 thatyou record this �� aommvucation in arra, and that any dissemination distrlbutioo, or c"Anq of thlt communication Is stkilyptchlbited OF you haw* L LW I recelvad this aamenuniratsen at *nae,, please, notify the sender amrnedutely by reply email and del ate the manage and all Copies of it. BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY PROCUREMENT POLICY Revised Approved 1/12/16 007812342 Executive Summary The Boynton Beach Community Redevelopment Agency ("CRA") has developed this policy to establish public confidence in the procurement process, ensure compliance with Florida Statutory requirements, ensure that all persons and entities involved in the procurement process are treated fairly and equitably, and provide the CRA with quality economical goods and services in a timely manner. The CRA strives to conduct all procurement matters in an open and ethical manner, without conflicts of interest, favoritism, or the appearances of impropriety. This procurement policy is intended to provide clarity and guidance with regard to the CRA's procurement of goods and services and to establish an effective purchasing program that maximizes the value obtained by the CRA in the expenditure of public funds through free and open competition between the most qualified, responsive, and responsible persons or entities interested in providing goods and services to the CRA in a timely manner. The CRA reserves the rights to waive, review, supplement, or rescind any policy or portion of the CRA's Procurement Policy from time to time as it deems appropriate. CRA personnel will be notified of any changes to the CRA Procurement Policy as they occur. This document serves as a general guide, but specific questions or concerns which are not addressed here should be directed to the Purchasing Principal. The CRA will endeavor to comply with the fundamental premise of fairness though implementation of this Procurement Policy. 007812342 Table of Contents Definitions......................................................................................................................... pg. 4-5 I. Application............................................................................................................... pg. 6 II. Competitive Solicitation Requirements...................................................................... pg. 6 III. Exclusions................................................................................................................. pg. 7 IV. Exceptions................................................................................................................. pg. 8 V. Obtaining Quotes...................................................................................................... pg. 9 VI. Competitive Solicitation Procedures.......................................................................... pg. 9 VII. Alternative Procedures............................................................................................. pg.12 VIII. Donations................................................................................................................ pg. 13 DC. Waiver.................................................................................................................... pg. 13 X. Conflict.................................................................................................................. pg. 13 XI. Public Records....................................................................................................... pg. 14 XII. Compliance with this Procurement Policy Appendices Appendix A: Exceptions Appendix B: Auditor Selection: § 218.391, Florida Statutes Appendix C: Construction: § 255.20, Florida Statutes Appendix D: Professional Services: § 287.055, Florida Statutes 00781234-2 Definitions Best means the highest overall value to the CRA based on factors that include, but are not limited to, price, quality, design, timeliness, workmanship, and responsibility. This definition does not apply to the word "best" when it is used in the phrase "best interest." Competitive Selection means the process of requesting and receiving bids, proposals, replies, or other requested responses submitted by responsive and responsible bidders in accordance with the terms of a competitive process, regardless of the method of procurement. Competitive Solicitations means Invitations to Bid, Invitations to Negotiate, Requests for Proposals, Requests for Qualifications, or other similar requests for bids, proposals, replies, responses, and the like. CCNA means the Consultants' Competitive Negotiation Act found in §287.055, Florida Statutes, as it may be amended from time to time. CRA means the Boynton Beach Community Redevelopment Agency. ITB means Invitation to Bid. ITN means Invitation to Negotiate. Negotiate, or any form of that word, means to conduct legitimate, arms length discussions and conferences to reach an agreement on a term or price. Procurement Policy means this document and any and all appendices and modifications thereto. Professional Services means "those services within the scope of the practice of architecture, professional engineering, landscape architecture, or registered surveying and mapping, as defined by the laws of the state, or those performed by any architect, professional engineer, landscape architect, or registered surveyor and mapper in connection with his or her professional employment or practice," or however else it may be defined in § 287.055, Florida Statutes, as it may be amended from time to time. Project, when capitalized, means the provision of work and materials that was the subject of the applicable solicitation documents. Purchasing Principal means the Executive Director of the CRA, or his or her designee. RFI means Request for Information. RFP means Request for Proposals. RFQ means Request for Qualifications. 007817342 4 Vendor means an entity that supplies a commodity or service, including a contractual service. 007812342 I. Application This Procurement Policy applies to the procurement of commodities and contractual services, except that this policy shall not apply to the procurement of auditors, construction contracts, or professional services. For procurement of auditors, construction contracts, or professional services, the CRA will follow the requirements of the following statutes: a. Auditor Selection shall be as provided for in § 218.391, Florida Statutes, as it may be amended from time to time. Appendix B outlines the auditor selection procedures required at the time of this Procurement Policy's enactment, but should be updated annually to comply with any changes in statutory requirements. b. Public Construction/Works shall be procured as provided for in § 255.20, Florida Statutes, as it may be amended from time to time. Appendix C outlines the public construction/works procurement procedures required at the time of this Procurement Policy's enactment, but should be updated annually to comply with any changes in statutory requirements. c. Professional Services shall be procured as provided for in the Consultants' Competitive Negotiation Act in § 287.055, Florida Statutes, as it may be amended from time to time. Appendix D outlines the process for procuring Professional Services procedures required at the time of this Procurement Policy's enactment, but should be updated annually to comply with any changes in statutory requirements. In the event of a conflict between this Procurement Policy and any Florida Statute, the statute shall control and that word, phrase, or section of this Procurement Policy shall have no effect. In that circumstance, the remainder of this Procurement Policy shall remain in full force and effect. Where not prohibited by statute, procurement of auditors, construction contracts, and professionals services may occur through the piggybacking Mocedures in this Procurement Policy. H. Competitive Solicitation for Commodities and Contractual Services Unless otherwise required by § 287.057, Florida Statutes, another provision of the Florida Statutes, or this Procurement Policy, the CRA will use the competitive solicitation procedures for the purchase of and services in accordance with the following processes and with authorization from the following authorities: Category Purchase Dollar Quotation Authorization Purchase Order Amount Process Provided By Type Re uired Category A $1.00 through No Quotation Purchasing Direct Payment $1,999.99 Principal or or Credit Card De meet Head Category B $2,000.00 Three Written or Purchasing Direct Payment 00781234-2 The CRA will use good -faith estimations in determining the category in which each project falls, and will not divide projects into multiple projects in order to evade the procedures provided in this Procurement Policy. These process requirements are considered the minimum procurement process requirements, and the Purchasing Principal or the CRA Board shall have discretion to determine whether a particular good or service requires a more comprehensive or more stringent process. For example, the Purchasing Principal has the ability to determine that it is in the CRA's best interest to require that the vendor for a $20,000.00 purchase be selected through a competitive solicitation process. THE SUBMITTAL OF ANY VERBAL QUOTE, WRITTEN QUOTE, OR ANY REPLY, RESPONSE, BID, OR PROPOSAL SUBMITTED IN RESPONSE TO A REQUEST FROM THE CRA CONSTITUTES AN OFFER BY THE VENDOR. HI. Exclusions Under the following circumstances, the CRA may procure commodities or contractual services without receiving competitive sealed bids, competitive proposals, or competitive sealed replies: a. Emergency. The Executive Director or CRA Board determines, in writing, that an immediate danger to the public health, safety, welfare, or other substantial loss to the CRA requires emergency action. Under such circumstances, the emergency procurement of commodities or contractual services shall be made by obtaining pricing information from at least two prospective vendors, unless the Executive Director or the Board determines in writing that the time it would take to secure pricing information from multiple sources would increase the danger to the public health, safety, welfare, or other substantial loss. CRA will keep the pricing information from the prospective vendors in the contract file. b. Single Source Commodities and Contractual Services. Commodities or contractual services available only from a single source may be exempted from the procurement quotation process requirements. Commodities or contractual services in Category D may be exempted from the competitive solicitation requirements only after: (1) the CRA electronically posts a description of the commodity or contractual service sought for at least seven business days in accordance with 287.057(3)(c); (2) the CRA reviews the information received 007812342 through $4,999.99 Verbal Quotations Principal Category C $5,000.00 Three Written Purchasing Direct Payment through Quotes Principal or Purchase $24,999.99 Order Category D $25,000.00 or Competitive CRA Board Purchase Order greater Solicitation Process The CRA will use good -faith estimations in determining the category in which each project falls, and will not divide projects into multiple projects in order to evade the procedures provided in this Procurement Policy. These process requirements are considered the minimum procurement process requirements, and the Purchasing Principal or the CRA Board shall have discretion to determine whether a particular good or service requires a more comprehensive or more stringent process. For example, the Purchasing Principal has the ability to determine that it is in the CRA's best interest to require that the vendor for a $20,000.00 purchase be selected through a competitive solicitation process. THE SUBMITTAL OF ANY VERBAL QUOTE, WRITTEN QUOTE, OR ANY REPLY, RESPONSE, BID, OR PROPOSAL SUBMITTED IN RESPONSE TO A REQUEST FROM THE CRA CONSTITUTES AN OFFER BY THE VENDOR. HI. Exclusions Under the following circumstances, the CRA may procure commodities or contractual services without receiving competitive sealed bids, competitive proposals, or competitive sealed replies: a. Emergency. The Executive Director or CRA Board determines, in writing, that an immediate danger to the public health, safety, welfare, or other substantial loss to the CRA requires emergency action. Under such circumstances, the emergency procurement of commodities or contractual services shall be made by obtaining pricing information from at least two prospective vendors, unless the Executive Director or the Board determines in writing that the time it would take to secure pricing information from multiple sources would increase the danger to the public health, safety, welfare, or other substantial loss. CRA will keep the pricing information from the prospective vendors in the contract file. b. Single Source Commodities and Contractual Services. Commodities or contractual services available only from a single source may be exempted from the procurement quotation process requirements. Commodities or contractual services in Category D may be exempted from the competitive solicitation requirements only after: (1) the CRA electronically posts a description of the commodity or contractual service sought for at least seven business days in accordance with 287.057(3)(c); (2) the CRA reviews the information received 007812342 from prospective vendors; (3) the CRA determines in writing that the commodities or contractual services are only available from a single source; and (4) the CRA provides notice that it intends to enter a single -source purchase contract as specified in §120.57(3), Fla. Stat. IV. Exceptions to Competitive Solicitation The following commodities and contractual services are not required to be competitively solicited: a. Artistic services (excluding advertising); design services b. Lectures by individuals c. Legal services, including attorney, paralegal, expert witness, appraisal, court reporter, or mediator services, and other related expenses of claims or litigation d. Services or commodities provided by governmental entities e. Academic program reviews (if the fee is $50,000.00 or less) f. Court-ordered fines and judgments resulting from litigation g. Court-ordered fees, resulting from the judicial process, processed by the Clerk of the Court, and charged against the appropriate budget for such fees h. Sole source items in accordance with section III (b) above. i. Purchases that "piggyback" on existing government contracts in accordance with section VII (b) below. j. Intergovernmental purchases and agreements k. Multiple quantities of a single item of common operational supplies 1. Other items listed in Appendix A V. Obtaining Quotes For purchases of goods or services in Category B, the Purchasing Principal will request verbal quotations from three different companies and document the results of such requests through email or other memorandum. Each verbal quotation must be for the same or a substantially similar item or service for purchase, and must be for the same or a substantially similar quantity of the item or service. For purchases of goods or services in Category C, the Purchasing Principal shall request at least three written quotes. Each written Quote should detail the price, quantity, and description of each item for purchase. Vendors must provide a written quote within any time period designated by the CRA. The Purchasing Principal will then review the quotes and obtain any necessary employee input regarding which vendor has submitted the best, responsive, and responsible quote that meets the required specifications. Written quotes must have the name and signature of the individual person providing the quote. For purposes of this paragraph, an email signature block may constitute a signature. VI. Competitive Solicitation Procedures om9123a2 For purchases of goods or services in Category D, the CRA will use the Competitive Selection process to obtain a vendor through the use of Competitive Solicitations. All Competitive Solicitations will: • be made available simultaneously to all vendors; • include the date and time for the receipt of bids, proposal and replies; • include the date and time of the public opening, where applicable; • include all contractual terms and conditions applicable to procurement, including the criteria to be used in determining acceptability and the relative merit of the bid, proposal, or reply; and • include a reference to this procurement policy. a. Forms of Solicitations: i. Imitations to Bid. The CRA will use an Invitation to Bid ("ITB") when the CRA is capable of specifically defining the scope of work for which a contractual service is required, or when the CRA is able to establish precise specifications defining the actual commodity or group of commodities required. Unless otherwise provided by law, the CRA will publically advertise an ITB no less than 10 calendar days prior to the bid opening. TTBs issued by the CRA will include a detailed description of the commodities or contractual services sought. If the ITB is for a renewable contract, the ITB will contain a statement to that effect, and bids submitted in response to an ITB for a renewable contract will include the price for each year for which the contract may be renewed. The CRA will take into account the total cost for each year of the contract, including renewal years, when awarding the contract. The CRA will award the contract to the best, responsible, and responsive bidder who submits the lowest responsive bid. Requests for Proposals: The CRA will use a Request for Proposals ("RFP") when the CRA can specifically define the commodities or contractual services being sought and the CRA is capable of identifying the necessary deliverables. The CRA may allow vendors to propose different combinations or versions of commodities or contractual services to meet the specifications in the RFP. Before issuing an RFP, the CRA will determine and specify in writing the reasons that procurement by ITB is not practicable. Unless otherwise provided by law, the CRA will advertise an RFP no less than 14 calendar days prior to the proposal opening. RFPs issued by the CRA will include a description of the commodities or contractual services sought and the relative importance of price and other evaluation criteria. If the CRA 00781230.2 contemplates renewal of the contract, the RFP will contain a statement to that effect. When evaluating the proposals, the CRA will consider criteria including but not limited to: 1. Price, which must be specified in the proposal; 2. If the CRA contemplates renewal of the contract, the price for each year for which the contract may be renewed; 3. The total cost for each year of the contract, including renewal years, as submitted by the vendor; and 4. The prior relevant experience of the vendor. The CRA will award the contract by written notice to the responsive and responsible bidder whose proposal is determined in writing to be the most advantageous to the CRA, taking into consideration the price and other criteria set forth in the RFP. The CRA will retain a file that contains documentation supporting the basis on which the award is made. Such file will be retained for so long as is required by Florida laws. iii. Invitation to Negotiate: The CRA will use an ITN when the CRA desires to determine the best method for achieving a specific goal or solving a particular problem and identifies one or more responsive vendors with which the CRA may negotiate in order to receive the best value. Before issuing an ITN, the CRA will determine and specify in writing the reasons that procurement by an invitation to bid or a request for proposal is not practicable. The ITN must describe the questions being explored, the facts being sought, and the specific goals or problems that are the subject of the solicitation. The ITN will also specify the criteria that will be used for determining the acceptability of the reply and guiding the selection of the vendors for negotiation with the CRA. In selecting vendors with which to negotiate, the CRA will consider the prior relevant experience of the vendor. The CRA will evaluate replies against all evaluation criteria set forth in ITN in order to establish a competitive range of replies reasonably susceptible of award. The CRA may select one or more vendors within the competitive range with which to commence negotiations. After negotiations are conducted, the CRA will award the contract to the responsible and responsive vendor that the agency determines will provide the best value to the CRA, based on the selection criteria. The CRA will retain a contract file for that contains a short plain statement that explains the basis for the selection of the vendor and that 007812342 10 sets forth the vendor's deliverables and price, pursuant to the contract, along with an explanation of how these deliverables and price provide the best value to the CRA. iv. Request for Information: Unless otherwise provided by law, the CRA will advertise an RFI no less than 14 calendar days prior to the response opening. The request will include a description of the information sought. Responses to these requests are not offers and may not be accepted by the CRA in the form of a binding contract. Rather, the CRA may uses these responses in determining its needs with regard to the good or service and in developing an RFP, RFQ, ITB, or ITN related to the purchase of the good or service. b. Required Language. The CRA will include the following language in every solicitation for the procurement of competitive solicitation: Respondents to this solicitation or persons acting on their behalf may not contact, between the release of the solicitation and the end of the 72 -hour period following the agency posting the notice of intended award, excluding Saturdays, Sundays, and state holidays, any employee, officer or board member of the CRA concerning any aspect of this solicitation, except in writing to the procurement officer or as provided in the solicitation documents. Violation of this provision may be grounds for rejecting a response. c. Bidder or Proposer Questions: Addenda: Any questions regarding a bid or proposal must be submitted in writing by the deadline specified in the solicitation document. The CRA will answer all questions in writing, and will provide the questions asked and the written answers to all bidders or proposers in the form of addenda. All addenda are automatically deemed a part of the solicitation document. d. Responses to Solicitations: Bids or proposals must be submitted in the form requested by the solicitation document, must provide all requested information (include price), and must be signed by a legal officer of the company. If the bid or proposal fails to meet these conditions, the bid or proposal is subject to disqualification or rejection. Failure to properly execute the official signature page the bid or proposal or failure to include the total price may result in automatic disqualification of the bid or proposal. e. Cancel, Re -Issue, Re -Bid. The CRA reserves the right to reject all bids or proposals, and either 1) rebid or reissue the project, or 2) elect not to proceed with the project. f. Less Than Two Responses: If the CRA receives less than two (2) responsive bids, proposals, or replies for commodity or contractual service solicitations, the 00781234-2 11 CRA may negotiate on the best terms and conditions. If this occurs, the CRA will document the reasons that negotiating is in the best interest of the CRA rather than re -soliciting. g. Bonds: Unless specifically exempted by the CRA in writing, all successful bidders and proposers shall be required to furnish a legally sufficient payment and performance surety bond as security for their faithful performance of the Project and for payment of all labor and materials provided in connection with the Project. The bond must be equal in amount to the cost of the Project, inclusive of any changes to the project from the original bid, and must be delivered to the CRA simultaneous with the executed contract. This bidder or proposer is responsible for recording a copy of the bond in the public records of Palm Beach County. If an attorney-in-fact signs the bond, the attorney-in-fact must file a certificate an effective power of attorney with the bond. h. Insurance: All successful bidders and proposers shall be required to obtain, at their own expense, all insurance required by the CRA. The CRA will specify the insurance required in the solicitation document or resulting contract. The insurance required must cover all claims resulting from damage to property, personal injury, or death caused by the vendor's actions, omissions, equipment, personnel, and negligence. VII. Alternative Procedures a. Cooperative Procurement. Unless otherwise prohibited by law or grant agreement terms, the Purchasing Principal is authorized to negotiate with other public procurement officials for the conduct of joint procurement on behalf of each participating agency where, in the judgment of the Purchasing Principal, doing so would leverage the benefits of volume purchases, create clear delivery and/or supply chain advantages, and/or create a demonstrable or substantial reduction of administrative time and expense. b. Piggybacking. In accordance with §189.053, Florida Statutes, as may be amended from time to time, the CRA may purchase commodities and contractual services (ache.. than n.,.r ..S:,,.,.,i co_..:,es) and may procure contracts from the purchasing agreements of other special districts, municipalities, or counties which have been procured pursuant to competitive bid, requests for proposals, requests for qualifications, competitive selection, or competitive negotations, and which are otherwise in compliance with the general law so long as:.............. Formatted: Check spelling and grammar i. The procurement is not for Professional Services in an amount that would-- - - Formatted subject the contract to the requirements of the CCNA: iii. The piggybacking is not otherwise prohibited by law: _The purchasing agreement from the other entity was procured by a process that would have met the procurement requirements of the CRA; 00781230-2 12 ii-Av. The vendor(s) agree(s) to the "piggybacking" arrangement in writing; v_The procured commodities or services do not substantially differ in specification, quality or price from the terms of the original agreement. The "piggybacked" contract must be consistent with its solicitation and contract parameters and restrictions. Additionally, in accordance with § 287.056, Florida Statutes, the CRA may, as an eligible user, purchase commodities and contractual services from purchasing agreements established and state term contracts procured, pursuant to § 287.057, by the Department of Management Services. Each contract made under this section shall include: i. &1 provision specifying a scope of work that clearly establishes all tasks-- - - Formatted: Numbered + Level:1 + that the contractor is required to perform. Numbering Style: i, ii, iii, ... + Start at: 1 + ii -ii. A provision dividing the contract into quantifiable, measurable, and Alignment: Right + Aligned at: 1.38" + -_ verifiable units of deliverables that must be received and accepted in Indent at: 1.63" writing by the contract manager before payment. Each deliverable must Formatted: Font: (Default) Times New be directly related to the scope of work and specify the required Roman, 12 pt, Font color: Auto— minimum level of service to be performed and the criteria for evaluating the successful completion of each deliverables Formatted: check spewing and grammar c. Other Forms of Procurement. The CRA may utilize any other forms of procurement or any other forms of contracts allowed by Florida Law that are not otherwise provided for in this Procurement Policy. Nothing in this Procurement Policy shall be construed to limit the CRA's use of other forms of procurement or contracts that are not provided for herein, so long as such procurement of contracting is legally is sufficient and permitted. VIII. Donations Unless otherwise provided by law, nothing in this Procurement Policy shall be construed to prevent the CRA from accepting donations, gifts, or grants of construction, goods, professional services, or services directly to the CRA where, in the judgment and discretion of the Executive Director of the CRA, there are not improper conditions or restraints imposed or suggested in connection with any such donation, gift, or grant. IX. Waiver Notwithstanding any other provision in this Procurement Policy, and to the extent allowed by law, when examining the responses to competitive solicitations, the CRA retains the rights to: (1) waive any formalities, minor technical inconsistencies, or conditions; (2) delete any item or requirement from such bidding request; and (3) accept or reject all bids. The CRA retains these rights whether or not such waiver or deletion is requested by any party, so long as such waiver, deletion, or rejection is deemed to be in the CRA's best interest. X. Conflict 00781734-2 13 In the event of a conflict between this Procurement Policy and any Florida Statute or other law or ordinance, the statute, law, or ordinance shall prevail over this Procurement Policy. XI. Public Records The CRA is a public agency subject to Chapter 119, Florida Statutes. Any vendor or contractor providing goods or services to the CRA shall comply with Florida's Public Records Law. Specifically, the vendor or contractor shall: a. Keep and maintain public records that ordinarily and necessarily would be required by the CRA in order to provide the goods or perform the services being procured by the CRA; b. Provide the public with access to such public records 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, Florida Statutes, 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 CRA, at no cost, all public records in possession of the vendor or contractor upon termination of the agreement between the vendor or contractor and the CRA, and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the CRA in a format that is compatible with the information technology systems of the CRA. All vendors or contractors that provide goods or services to the CRA agree that the CRA may disclose any document in connection with procurement of goods or services or any agreement for the procurement of goods or services, so long as the document is not exempt or confidential and exempt from public records requirements. XII. Compliance with the Procurement Policy By providing a good or service to the CRA, the vendor or contractor agrees to comply with the provisions of this procurement policy. Failure of a vendor or contractor to comply with the terms of this procurement policy may be deemed as a default or breach of contract and provide cause for termination of the contract. 00781234-2 14 BOYNTOCRA . BEACH CRA BOARD MEETING OF: April 11, 2017 Consent Agenda I I Old Business I X I New Business I I Legal I I Information Only AGENDA ITEM: XIV.E. SUBJECT: Consideration of Special Events Grant for Etcetera Entertainment, Inc. SUMMARY: Etcetera Entertainment, Inc. is requesting funding in the amount of $5,000 under the CRA's Special Events and Promotional Assistance Application (Attachment 1) for their Boynton Beach Brunchfest event on Sunday, April 30, 2017. Etcetera Entertainment, Inc. is requesting funding for the following eligible items: • Marketing design and printing for banners, flyers, and backdrops • Advertising • Tents • Event insurance • Port -o -lets The provided budget is not finalized due to some pending expenditures and estimates that were not available prior to the submission of the application. The purpose of the grant is to "assist existing businesses and organizations in generating positive regional publicity for Downtown Boynton Beach and to help establish and promote worthy community and business goals intended to increase the flow of business and tourism dollars into the downtown area." It should be noted that the event will not take place in Downtown Boynton Beach. The Boynton Beach Brunchfest will take place at the Intracoastal Park, which is within the boundaries of the CRA district, however not in Downtown Boynton Beach. Per the guidelines of the grant, fifty percent (50%) of the net proceeds must be distributed to non-profit organizations which have not yet been defined. According to the Special Events Application (see attachment), applicants are required to submit requests for funding no later than three months prior to the planned event. The application was submitted to the CRA on April 5, 2017. FISCAL IMPACT: FY 2016 — 2017 Budget, Line item 02-58500-480 A BOYNTON =BEACH RA CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Motion to approve the Etcetera Entertainment, Inc. Special Events Grant for their Boynton Beach Brunchfest event and waive the requirement to submit the grant application three months prior to the event and to waive the requirement of the event being located within the downtown area. 2. Motion to deny the Etcetera Entertainment, Inc. Special Event Grant. Mercedes Coppin, Sp cial Events Coordinator CRA GRANT APPLICATION CONTENT FOR THE 2017 BOYNTON BEACH BRUNCHFEST Describe the event and target attendees. What aspects of the event make it a good candidate for CRA funding? The Boynton Beach Brunchfest is an epicurean celebration showcasing an exclusive offering of local food, drink, and culture found throughout Boynton Beach and the surrounding area. Set amidst one of the most iconic backdrops in South Florida, the Intracoastal Waterway, the Boynton Beach Brunchfest will be the first of its kind. For your listening pleasure, Kent Lawlor, who topped the New Times Broward-Palm Beach list of "Best DJ's in Ft. Lauderdale and West Palm Beach," will use his expansive vinyl collection and distinctive style to set the tone. The Boynton Beach Brunchfest offers guests the opportunity to sample the cuisines and libations from some of the area's most prominent epicurean influencers, take in the sights of beautiful Intracoastal Park, and enjoy the sounds of one of South Florida's brightest talents. Based on our analytics and the analytics of our vendors, the attendee breakdown is: Age: 21 to 30=30%131 to 40=40%141 to 60=20%161+=10% Gender: Female = 65% 1 Male 35% Income: $40k+ = 30% 1$75k+ = 45% 1$100k+ 25% Industry: Sports I Tech I Music Arts I Culinary I Finance I Real Estate I Retail The Boynton Beach Brunchfest showcases many of the best aspects of Boynton Beach culture. From the cuisine and small businesses, to the parks and natural attractions, Boynton Beach has a great deal to offer the residents of Palm Beach County and the surrounding area. By including the eateries and breweries of Boynton Beach, with breweries from as far north as Tequesta and as far south as Islamorada, the Boynton Beach Brunchfest will attract people from all over South Florida. Such a broad audience will raise awareness of the area and increase the exposure of the participating vendors of Boynton Beach. By contributing to the Boynton Beach Brunchfest, the CRA will be marketing the area and directly stimulating the local economy of Boynton Beach. Explain the extent to which the project has publicity potential and identify the specific markets - local, regional, state, national - that will be targeted. The combined following on Instagram and Facebook of the Boynton Beach Brunchfest and the participating vendors is over 410,000 and growing. This diverse group of social media users are from as close as Downtown Boynton Beach and as far away as Perth, Australia. With a properly funded social media outreach and campaign, the Boynton Beach Brunchfest will generate millions of impressions for the City of Boynton Beach. This will increase the volume of both domestic and foreign tourists, and significantly benefit the Boynton Beach economy. Identify how the activity will enhance the economic vitality of DBB? Through direct exposure to the City of Boynton Beach and local businesses, the attendees will see why the City is known as America's Gateway to the Gulfstream. By participating in the Boynton Beach Brunchfest at Intracoastal park, attendees will enjoy and take pictures of one of the most beautiful views of South Florida's impressive Intracoastal Waterway. The attendees, and those who see the images they share will certainly appreciate the aquamarine water flowing from the Gulfstream through the Boynton Inlet. This level of social media attention will increase the number of visitors to the park and the number of patrons for the general economy of Boynton Beach. What other funding sources have been identified, requested or obtained? The Boynton Beach Brunchfest is in confidential negotiations with local microbreweries and major wine and spirits - especially vodka - providers. Additional funding will come from ticket sales, and donations from vendors. Etcetera Entertainment provided initial seed funding. Explain the total project cost and how funding from the CRA will be utilized. Indicate what % of the project the CRA funds represent. If there are net proceeds from the event, how will the proceeds be utilized? The Boynton Brunchfest is projected to cost $50,0000.00 to produce and conduct. Contributions from the CRA will help fund marketing campaigns that will generate numerous, shared impressions of the City of Boynton Beach, the participating vendors of Boynton Beach, and the business community of Boynton Beach - especially the many small businesses. In addition, the CRA contributions will help pay for transportation to and from the event, parking on and off site, and Lyft vouchers to ensure attendees have a safe ride option after the event. CRA funding will also help fund staff, police, fire detail, sanitation, and clean up - a direct investment in the community. To offset our carbon footprint, the CRA grant will help pay for the compostable wristbands that will be used at the event. The eco - friendly wristbands also contain wild flower seeds. Attendees will be encouraged to plant their wristbands as they please or to give them back to us when they leave. Etcetera Entertainment would like to work with the City of Boynton Beach to find a designated area(s) to plant the collected wristbands. This would create an excellent marketing opportunity for the city of Boynton Beach. 0 Etcetera Entertianment, Inc. A portion of the net proceeds will be donated to two charities. The choice of charities may be influenced by the City of Boynton Beach. The first charity must be a food -based cause, and the second would preferably be an environmental cause. Additional charitable donations will be considered based on net proceeds. Remaining net proceeds will be used to help fund future events. Provide a brief summary of the history of the organization and event for which the CRA funds are being requested. Include number of years of operation, number of years the event or program has taken place, the goals of the event and previous outcomes. Etcetera Entertainment, the production company behind the Boynton Beach Brunchfest, was established on 7 January 2017, with the intention to produce events that would celebrate the senses of taste, sight, and sound. Although Etcetera Entertainment has a brief history, the company is positioned and structured to make history for participating communities. If this is a new program event, please explain the long-term goals and desired outcomes. The Boynton Beach Brunchfest has been structured so that Etcetera Entertainment can produce the event annually in Boynton Beach. In addition, Etcetera Entertainment has other epicurean and music event concepts that would also benefit the City of Boynton Beach. Etcetera Entertainment looks forward to creating a long, productive, and prosperous relationship with the beautiful City of Boynton Beach. © Etcetera Entertianment, Inc. 2017 Boynton Beach Brunchfest Projected Budget Item Description Unit Cost Quantity Total Cost Source Flyers For marketing the event $ 200.00 1500 $ 600.00 moo.com Banner For marketing at the event $ 74.00 2 $ 148.00 vistaprint.com Step and repeat For marketing at the event $ 500.00 1 $ 500.00 signs.com Tents For marketing at the event $ 80.00 4 $ 320.00 party-timerentals.com Art Design Design for marketing materials $ 3,000.00 1 $ 3,000.00 Design Canopy. com Website Design Design and architecture for website $ 4,000.00 1 $ 4,000.00 Design Canopy. com Facebook Advertising Advertising and marketing $ 300.00 1 $ 300.00 facebook.com DJ Entertainement $ 300.00 1 $ 300.00 Kent Lawlor Food Entertainement $ 210,000.00 1 $ 21,000.00 Etcetera Catering, Inc. Cups Commemorative cups $ 2.00 1300 $ 2,600.00 Alibaba.com Lanyards Lanyrards for holding commemorative cups and credentials $ 1.00 1400 $ 1,400.00 Alibaba.com Wristbands wristbands for attendees $ 0.89 1300 $ 1,162.00 botanicalpaperworks.com Water Station Water for attendees and staff $ 1,200.00 1 $ 1,200.00 EventWaterSolutons.com Insurance Insurance for event $ 600.00 1 $ 600.00 EventHelper.com Buses Transportation to event from City Hall and back $ 500.00 5 $ 2,500.00 busrates.com Port-o-let Additional bathroom options $ 65.00 4,$ 385.00 City of Boynton Beach PROJECTED TOTAL: 1 1 $ 40,015.00 Form W-9 Request for Taxpayer Give Form to the (Rev. December 2014) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. Etcetera Entertainment, Inc. N 2 Business name/disregarded entity name, if different from above d m CO C' 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: 4 Exemptions (codes apply only to entities, not individuals; see ocertain ❑ Individual/sole proprietor or ❑ C Corporation ❑✓ S Corporation ❑ Partnership ❑ Trust/estate instructions on page 3): osingle -member LLC ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) Do - Exempt payee code (if any) p0 Note. For a single -member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for Exemption from FATCA reporting the tax classification of the single -member owner. code (if any) IL v E] Other (see instructions) 0 -(Applies t. accounts maintained outside die u s.) E 5 Address (number, street, and apt. or suite no.) Requester's name and address (optional) a & 16281 E Glasgow Dr N m 6 City, state, and ZIP code Loxahatchee, FL 33470 7 List account number(s) here (optional) JUM Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals, this is generally your social security number (SSN). However, fora resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other _ m - entities, it is vour emDlover identification number (EIN). If you do not have a number, see How to Aet a TIN on page 3. Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter. Under penalties of perjury, I certify that: or identification number ©000000© The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.` Sign Signature ofAN Ian Garman, President ► Here U.S. personEtcetera Entertainment, Inc. Date 0- 04/05/2017 General I Section references are to the Internal Revenue Code unless otherwise noted. Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/Av9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following: • Form 1099 -INT (interest earned or paid) • Form 1099 -DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2. By signing the filled -out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information. Cat. No. 10231X Form W-9 (Rev. 12-2014) Officers of Etcetera Entertainment, Inc. Ian Garman, President 16281 E Glasgow Dr Loxahatchee, FL 33470 (561)282-7781 Electronic Articles of Incorporation For ETCETERA ENTERTAINMENT, INC. P17000003791 FILED January 10 2017 Sec. Of Stale nculligan The undersigned incorporator, for the purpose of fornung a Florida profit corporation, hereby adopts the following Articles of Incorporation: Article I The name of the corporation is: ETCETERA ENTERTAINMENT, INC. Article II The principal place of business address: 16281 E GLASGOW DR LOXAHATCHEE, FL. US 33470 The mailing address of the corporation is: 16281 E GLASGOW DR LOXAHATCHEE, FL. US 33470 Article III The purpose for which this corporation is organized is: ANY AND ALL LAWFUL BUSINESS. Article IV The number of shares the corporation is authorized to issue is: 100 Article V The name and Florida street address of the registered agent is: IAN GARMAN 16281 E GLASGOW DR LOXAHATCHEE, FL. 33470 I certify that I am familiar with and accept the responsibilities of registered agent. Registered Agent Signature: IAN GARMAN P17000003791 FILED Article VI January 10 2017 Sec. Of Stale The name and address of the incorporator is: nculligan IAN GARMAN 16281 E GLASGOW DR LOXAHATCHEE, FL 33470 Electronic Signature of Incorporator: IAN GARMAN I am the incorporator submitting these Articles of Incorporation and affirm that the facts stated herein are true. I am aware that false information submitted in a document to the Department of State constitutes a third degree felony as provided for in s.817.155, F.S. I understand the requirement to file an annual report between January 1 stand May 1st in the calendar year following formation of this corporation and every year thereafter to maintain "active" status. Article VII The initial officer(s) and/or director(s) of the corporation is/are: Title: P IAN GARMAN 16281 E GLASGOW DR LOXAHATCHEE, FL. 33470 US Article VIII The effective date for this corporation shall be: 01/07/2017 BOYNTON stem BEACH ICRA Boynton Beach Community Redevelopment Agency Special Event Grants and Aids Guidelines, Application and Evaluation Forms Mission The CRA established a Grants and Aids Program to assist existing businesses and organizations in generating positive regional publicityfor Downtown Boynton Beach and to help establish and promote worthy community and business goals intended to increase the flow of business and tourism dollars into the downtown area. The CRA will consider funding applications from the private sector as well as non-profit agencies. Funds will be allocated based on the individual merit of each project and on a first- come first- served basis. Elieible Oreanizations To be eligible to apply for CRA funds a non-profit, tax-exempt, Florida Corporation must provide the following information: a. Incorporated or authorized as a non-profit Florida corporation in good standing, pursuant to Chapter 617, Florida Statutes a minimum of two (2) years prior to application deadline date; and, b. Headquartered in Palm Beach County a minimum of two (2) years as of application deadline date; and c. Designated as a tax-exempt organization defined in section 501(C) (3) of the Internal Revenue Code of 1954, as amended, a minimum of two (2) years prior to application deadline date. CRA downtown businesses that do not meet the criteria for non-profit organizations (above) may be considered. Information as to the history and purpose of the organization must be provided, as well as rationale supporting the ability of the organization to coordinate the event, meet the mission of the CRA and an explanation of the use of any CRA funds. The CRA may require additional stipulations on the use of CRA funds for businesses that do not meet the criteria for non-profit organizations above. Individual merchants or a group of downtown Boynton Beach merchants are also eligible for assistance where it can be demonstrated that the event will have a significant economic impact to businesses within the downtown area. Potential impacts shall accrue to businesses greater than Page I of 9 710 North Federal Hwy., Boynton Beach, FL 33435 - Phone 561-737-3256 Fax 561-737-3258 www.catchboynton.com the number and kind of businesses coordinating the event; that is assistance shall not be granted for events that benefit only those businesses applying for CRA funding. Private sector organizations may be eligible for assistance when it can be demonstrated that the event will have a significant economic impact to merchants within the downtown CRA district, and when at least fifty percent (50%) of net proceeds are distributed to non-profit organizations. Procedure 1. Applicants obtain and complete an application. 2. The applicant must attend a meeting with a CRA staff representative to review application prior to CRA Board submittal to assure compliance. 3. Applicants are required to submit requests no later than three months prior to the planned event. For FY 2016-17, all funding requests will be eligible for review if the event is no less than six (6) weeks from the date of approval by the CRA. 4. If the event and the applicant meet the eligibility requirements as outlined, CRA Staff will make a potential funding recommendation to the CRA Board based on the merit of each individual project. 5. Approved applicants will be invited to answer questions from the CRA Board at the next scheduled meeting. 6. Funding will begin in the new fiscal year starting October 1 st annually. 7. Awards are granted at the sole discretion of the CRA Board. CRA funding shall: • be made on a reimbursable basis only • not exceed 30% of the event budget • be supported by event receipts for eligible expenses as outlined in the Guidelines. 9. Maximum funding per event, per group, per year is $5,000.00 for a maximum of three (3) years unless otherwise approved by the CRA Board. 10. The CRA Board may consider an additional three years of Grants and Aids Program support to an event if the event is substantially expanded and proves to be of economic benefit to the downtown area. 11. Applicants will receive notification by mail of the CRA funding decision within two weeks of the meeting. Page 2 of 9 710 North Federal Hwy., Boynton Beach, FL 33435 —Phone 561-737-3256 Fax 561-737-3258 www.catchboynton.com 12. CRA funds will be disbursed upon deliverance of appropriate receipts, the completed evaluation form, photos and all documentation for actual costs incurred. Fundint? Request Criteria Applications will be considered & ranked, based on the following factors: 1. Extent to which the project has publicity potential, with a ranking for local, state, regional and specific markets that will be targeted. 2. Extent to which the requesting organization has identified how the activity will enhance the economic vitality of the downtown CRA district. 3. Reasonableness of total project cost and the percentage of funding requested of the CRA. 4. Identification of other private and public funding sources that have been realistically identified and for which application has been made. 5. Strength of organizational capacity and experience of the organization and event (if applicable). 6. The event does not replicate other events or is not similar to another event in type of entertainment, theme, timing, and/or target audience/participants. 7. Proposals will be reviewed by CRA Staff and sent to the CRA Board of Directors for approval. Required Information All proposals for funding must be accompanied by a complete application and the following attachments. 1. Projected budget for the program, and samples of collateral materials or marketing efforts in Excel format showing sources and uses. 2. A complete listing of the organization's current officers and directors, including addresses and telephone numbers. 3. Samples of evaluation tools and results from prior year(s), if applicable. 4. One copy each of the following documentation: a. IRS Determination letter; and b. Florida Department of State, Division of Corporations Detail by Entity Name Report; and c. Most recent Form 990 and Schedule A or 990EZ. d. Form W-9 — Request for Taxpayer Identification and Certification Page 3 of 9 710 North Federal Hwy., Boynton Beach, FL 33435 -- Phone 561-737-3256 Fax 561-737-3258 www.catchboynton.com 5. Demonstration of the ability to provide the following: a. Insurance for the event b. Appropriate support — such as lighting, street closures, portable toilets, volunteers, etc. 6. Must provide to the CRA proof of all requirements for event and permit completed at least thirty (30) days in advance of the event or funding is forfeited. Event Costs That May be Funded 1. Promotional activities and advertising. 2. Mail outs and flyers. 3. Special Event Insurance. 4. Tent Rental. 5. Port -O -Let Rental. 6. Traffic Barricades. 7. Entertainment. 8. Sanitary Services. 9. Security Services. Prohibited use of funds 1. Operating expenditures including salaries or other compensation. 2. Professional services including but not limited to legal, medical, engineering, accounting and auditing. 3. Prize money, scholarships, awards, plaques or certificates. 4. Tangible personal property. 5. Interest or reduction of deficits or loans. 6. Travel expenses. 7. Alcoholic beverages. 8. Any event that conflicts with a City or CRA event held within the attached Event Location Map. Page 4 of 9 710 North Federal Hwy., Boynton Beach, FL 33435 — Phone 561-737-3256 Fax 561-737-3258 www.catchboynton.com ti. BOYNTON � BEACHrCRA Boynton Beach Community Redevelopment Agency Special Events and Promotional Assistance Application Date Submitted 04/05/2017 Date Approved Name of Business or Organization Etcetera Entertainment, Inc. Address 16281 E Glasqow Dr City and Zip Code Loxahatchee FL 33470 Contact Person/Title Ian Garman, President Phone 5612827781 Projected Budget $50,000 Amount Requested $5000.00 Estimated Project Start Date 30 April 2017 Estimated Project End Date 30 April 2017 Has this event received past CRA funding? No If yes, please provide the year(s) of assistance and amount received. N/A Please provide the following information as part of the application packet. 1. Projected budget for the program 2. A complete listing of the organization's current officers and directors, including addresses, telephone numbers 3. Organization's most recent IRS filing (unless the organization is less than one year old) 4. Fictitious Name filing 5. Listed application question responses. 6. "Required Information" as outlined in the Guidelines. Signature of Organizations Chief Offjcial: Print Name: _/I/ X Ian Garman, President Page 5 of 9 710 North Federal Hwy., Boynton Beach, FL 33435 — Phone 561-737-3256 Fax 561-737-3258 www.catchboynton.com Title: Boynton Beach Brunchfest Please complete all the following questions in the space provided. Attach additional sheets if you need more room. 1. Describe the event and target attendees. What aspects of the event make it a good candidate for CRA funding? For answers to questions 1-7, see document titled "2017 Boynton Beach Brunchfest CRA Grant App Content' 2. Explain the extent to which the project has publicity potential and identify the markets --- local, regional, state, national specific ---that will be targeted. 3. Identify how the activity will enhance the economic vitality of Downtown Boynton Beach. 4. What other funding sources have been identified, requested, or obtained? Page 6 of 9 710 North Federal Hwy., Boynton Beach, FL 33435 — Phone 561-737-3256 Fax 561-737-3258 www.catchboynton.com 5. Explain the total project cost and how funding from the CRA will be utilized. Indicate what percentage of the project the CRA funds represent. If there are net proceeds from the event, how will the proceeds be utilized? 6. Provide a brief summary of the history of the organization and event for which the CRA funds are being requested. Include number of years of operation, number of years the event or program has taken place, the goals of the event and previous outcomes. 7. If this is a new program/event, please explain the long-term goals and desired outcomes. Page 7 of 9 710 North Federal Hwy., Boynton Beach, FL 33435 — Phone 561-737-3256 Fax 561-737-3258 www.catchboynton.com BOYTO �2EACH,CRA Boynton Beach Community Redevelopment Agency Special Events and Promotional Assistance Proiect Evaluation and Payment of Funds Each event applicant awarded funds by the CRA must submit a completed Event Evaluation Form, ProfivLoss Statement and eligible event receipts within 30 days after the final date of the event. Failure to comply will result in the withdrawal of the award. If you find that, you are unable to submit the Event Evaluation Form within 30 days due to vendor billing dates, contact a CRA representative. Project Description/Name: Date(s) of the Event: How many times has this event been held? Estimated attendance: Estimated economic impact to downtown merchants: Briefly explain the methodology for determining economic impact: Total expenditure for this event: Amount spent on advertising: How were the CRA funds spent? Note: All eligible event receipts must be included with the Project Evaluation and Payment of Funds form. A cover sheet including: date of expense, vendor, amount, description of service must accompany all eligible reimbursable event receipts. Media used for paid and sponsored advertising: Area of impact for paid/unpaid advertising and publicity: Page 8 of 9 710 North Federal Hwy., Boynton Beach, FL 33435 — Phone 561-737-3256 Fax 561-737-3258 www.catchboynton.com 10 -mile radius Yes No 50 -mile radius Yes No 100 -mile radius Yes No Statewide Yes No National Yes No Was there an excess of revenue over expenses generated from this event? If so, how much? Please include a Profit/Loss Statement for the event Signature: Print Name: Title: Page 9 of 9 710 North Federal Hwy., Boynton Beach, FL 33435 — Phone 561-737-3256 Fax 561-737-3258 www.catchboynton.com BOYNTONCRA ^^'BEACH CRA Advisory Board Meeting April 6, 2017 @ 6:30PM 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. Pending Assignments 1. Discussion and Creation of Draft Community Benefits Agreement 2. Research and Recommendations Regarding Tax Increment Revenue Funding Agreements and the Current Policy Regarding TIRFA Agreements B. Reports on Pending Assignments 1. None C. New Assignments from February 14, 2017 Meeting 1. CRA Board Approved Design Scope of Services Work Order with Kimley- Horn & Associates, Inc. for the Boynton Beach Boulevard Streetscape Improvement Project, Construction Design Plans V. Consent A. Approval of Advisory Board Minutes — March 02, 2017 VI. Information Only A. Financial Report Period Ended March 31, 2017 VII. CRA Board Items for CRA Advisory Board Review & Recommendations A. Old Business 1. Consideration of Purchase and Development Agreement for the CRA Owned Property Located at 222 N. Federal Highway, a/k/a the Ocean One Project (Tabled 3/15/17) 2. Consideration of Tax Increment Revenue Funding Agreement for the Ocean One Project 3. Six Month Financial Update and Capital Project Review 4p�-k SBE °CRA B. New Business 1. Consideration of Approval of System Audit Reports and Payment Release to Hart Seabourn Cove, LLC for the Properties known as Seabourn Cove Phase I & Phase II 2. Consideration of the Purchase of 340 NE 10th Avenue (MILK, Jr. Blvd) VIII. Public Comment (Note: Comments are limited to 3 minutes in duration) IX. Future Agenda Items A. Discussion and Consideration of District Clean Program X. 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 TH CRA'S WEBSITE. INFORMATION REGARDING ITEMS ADDED TO THE AGENDA AFTER IT IS PUBLISHED ON TH CRA'S WEBSITE CAN BE OBTAINED FROM THE CRA OFFICE. MINUTES OF THE CRA ADVISORY BOARD MEETING IN CHAMBERS AT CITY HALL 100 E. BOYNTON BEACH BLVD. BOYNTON BEACH, FLORIDA 33435 HELD ON THURSDAY, MARCH 2, 2017, AT 6:30 P.M. PRESENT: Linda Cross, Chair Robert Pollock, Vice Chair James DeVoursney Allen Hendricks Rick Maharajh Thomas Murphy, Jr. ABSENT: Paula Melley Call to Order The meeting was called to order at 6:32 p.m. II. Roll Call Michael Simon, Interim Director, CRA Theresa Utterback, CRA Business Specialist Lisa Edmondson, Prototype, Inc. Roll was called, and it was determined a quorum was present. III. Agenda Approval A. Additions, Deletions, Corrections to the Agenda Chair Cross added Item B 3, under New Business: Update of the Cottage District. B. Adoption of Agenda Motion made by Dr. DeVoursney, seconded by Mr. Maharajh, to approve the agenda as modified. In a voice vote, the motion passed unanimously (6-0). IV. Assignments: A. Pending Assignments 1. Research for a Potential CRA Grant for Job Creation Meeting Minutes CRA Advisory Board Boynton Beach, Florida March 2, 2017 Chair Cross asked Mr. Maharajh to prepare a brief report for the CRA Board on Tuesday. The report should include the work with Career Source regarding internships within the CRA and the CRA businesses, and deferment of grant money. 2. Discussion and Creation of Draft Community Benefits Agreement Chair Cross requested tabling the item, since she was still working on it. 3. Research and Recommendations Regarding DIFAAgreements and the Current Policy Regarding DIFAAgreements Chair Cross received a statement from the attorney that said they can be very broad in the policy statement and have a "menu" of specifics to be used on a case-by-case basis. She requested tabling this item to the next meeting as well, so she can distribute her report before the meeting. B. Reports on Pending Assignments 1. Review the 29 Recommendations made in February 3, 2016 Miami - Dade County Grand Jury Report Concerning Affordable Housing and Mismanagement of CRAs - Completed and presented to the CRA Board on 2/14/17 Mr. Simon stated that he presented the matter in detail at the CRA Board meeting. However, the Board did not want to adopt any of the recommendations. C. New Assignments from February 14, 2017 Meeting 1. None V. Consent A. Approval of Advisory Board Minutes - Feb. 2, 2017 Motion made by Dr. DeVoursney, seconded by Vice Chair Pollock, to approve the minutes of the February 2, 2017, meeting. In a voice vote, the motion passed unanimously (6-0). VI. Information Only A. Financial Report Period Ended February 28, 2017 B. CRA Board Approved Design Scope of Services Work Order with Kimley-Horn & Associates, Inc., for the Boynton Beach Boulevard Streetscape Improvement Project, Construction Design Plans Meeting Minutes CRA Advisory Board Boynton Beach, Florida March 2, 2017 Mr. Simon stated that part of the proposal from 1-95 to US1 for design services involved having Kimley-Horn come back to this Board (April 6, 2017) and obtain feedback regarding the design itself. The public and CRAAB response will be brought to the CRA Board. Mr. Simon advised that Kimley-Horn wants to make sure everyone is comfortable with the design ahead of new development. If there is grant money available from the CRA, the input will facilitate its conclusion. Mr. Simon invited Board members to come in and talk to staff about the design if so desired. In response to a question by Chair Cross, Mr. Simon advised that whether the City would have to exercise eminent domain as part of the project is an unknown element at this time, and there is no planned forced construction. The project only addresses the width of the sidewalk. VII. CRA Board Items for CRA Advisory Board Review & Recommendations A. Old Business 1. Consideration of Purchase and Development Agreement for the CRA owned property located at 222 N. Federal Highway, a/k/a the Ocean One Project Chair Cross explained the location and purpose of the purchase. She mentioned that it is common for a CRA to own property and gift it or sell it below market value in order to get development in the City. The current fair market value of the property is $460,000, the purchase price is $10.00, they would put up a $1,000 refundable deposit at closing, and the closing date would be 30 days from the date of the site plan approval by the City Commission. Chair Cross explained the two phases of the project and the construction timeline. If they do not begin construction within the required time frame (two years), the developer will have to build a public plaza on the property. A deed will be recorded, and the purchaser is also asking for a DIFA agreement. Mr. Simon mentioned there is an exhibit in the attachment that shows the "reverter clause." Mr. Simon reviewed the prior plans for the site. He noted, although, that the reverter clause was not acceptable to the developer. An alternative has been offered by the developer - it they do not build in two years, they will build the plaza with grass, irrigation, and lighting. There is a warranty deed attached to the agreement specifying that. Mr. Simon reviewed the prior plans for the site. There is no time frame specified for when they have to begin the construction of the plaza (if necessary). Chair Cross expressed concern that the agreement did not specify that the developer could not sell the property. The agreement gives him more flexibility, and gives the CRA less control about what goes on there. She wondered if the CRA could place a lien 3 Meeting Minutes CRA Advisory Board Boynton Beach, Florida March 2, 2017 against the property for $460,000 until he builds or sells the property. Mr. Simon thought that might be possible. He said there had been another idea for the developer to buy the property at an appraised value after five years if nothing had been built, but that idea was discarded. Mr. Simon clarified that the trigger for the two-year time period is "shovel in the ground," and the trigger for the 30 days for closing is site plan approval. He added there is no tie to any request for funding (separate from the DIFA). There will be no TIF revenue if the deal does not go forward. There is no assurance that the possible things the CRA could get for the $4 million will be achieved. Chair Cross stated that the CRA has the first right of refusal, so the developer could not sell the property without the CRA's knowledge - the CRA could buy it back for $10.00. Chair Cross opened the public hearing on the Agenda Item VII A 1. Susan Oyer, 140 SE 27 Way, objected to the project, citing the need to pursue a hotel instead. She said no more apartments or condos are needed, and the City is 1.underparked" as it is. They need more employment, which a boutique hotel would do, and a more hip atmosphere. Ms. Oyer added she wants to see the art scene expanded, with places for artists to stay and places to "hang out." Harry Woodworth, 685 NE 15 Place, said there is no curb for the bus at Ocean One, so the bus will stop on Federal Highway. There will be six parking spaces on Federal Highway, which will also complicate traffic. He also mentioned the lack of parking and predicted the development would fail. Mr. Woodworth argued that the least the developer could do is sign a reverter clause; he felt the City was giving him an open checkbook. The City needs to get more out of it. He also cited increased vehicular traffic. Discussion ensued on what was covered at the Planning and Development Board meeting, which Mr. Hendricks and Mr. Woodworth both attended. Chair Cross closed the public hearing the Agenda Item VII A 1. Mr. Hendricks contended that the agreements need to be tougher and wanted to see assurances that if the development does not materialize, the property will be returned to the City. He feared that the south part of the parcel, that is now a green space, would not remain beautiful after the development. It was unknown who would operate the hotel if there was one, and Chair Cross said that Bonnie Miskel would find a hotelier to operate it. Mr. Simon reviewed the vision that the developer has for a full project. As an agency, the CRA cannot direct the hotelier what to do in what order, but generally they pursue financing first and then build the easiest part of the project that will attract more development. 4 Meeting Minutes CRA Advisory Board Boynton Beach, Florida March 2, 2017 Regarding the cost of parking places, Mr. Simon advised that surface parking is approximately $7,000 - $10,000 per space, while garage structures can cost from $23,000 to $35,000 per space. In response to a comment by Chair Cross, he said the $460,000 could be leveraged into more parking, but said that the CRA is actively looking for a plan that would not impact the developer's design. He described some possible alternatives. Chair Cross listed some possible conditions for their motion: • Has to be more to it • Provide parking elsewhere • Build hotel • Create jobs • First right of refusal of $10.00 • Lien for $460,000 Mr. Hendricks added that they cannot force the developer to build a hotel first, but pointed out that the developer will get letters of interest from hotel developers. Perhaps the CRA could ask that the letters of intent be secured. Discussion ensued on how they could make hotel construction more enticing to the developer, such as assigning a lien on the site until the hotel is built. The lien could subordinate to the construction. Beginning (or completion) of construction or site plan approval for a hotel could be the lien releaser. If a hotel were built, the City would get full property tax revenues, hotel and sales tax revenues after 10 years, with half the revenues up to that point. During the 10 -year period, the CRA will split the TIF revenues with the developer. Motion made by Dr. DeVoursney, seconded by Vice Chair Pollock, to approve the purchase and development agreement with the following stipulations: • That a $460,000 lien on the property will not be released until the hotel site plan is approved and construction has begun on the hotel; • That the CRA has the first right of refusal in case the developer wants to sell the property, and that the CRA would be the first ones to buy back the property for $10.00 • Would prefer that there be more parking elsewhere for $460,000 That there be two letters of intent from a hotelier. In a voice vote, the motion passed unanimously (6-0). B. New Business Consideration of LOI from South Florida Marine for property located at 711 N. Federal Highway Chair Cross summarized the staff report, noting the property is now for sale for $675,000. South Florida Marine has submitted a Letter of Intent to purchase the property for $350,000; they expect to do $200,000 of construction and are expecting to receive CRA Meeting Minutes CRA Advisory Board Boynton Beach, Florida March 2, 2017 grant money equaling $135,000. They will put up approximately $65,000 of the $200,000. The owners of South Florida Marine, Jana and Michael Wood, 725 N. Federal Highway, were present. Mr. Wood stated they wish to expand their business with an additional line of boats, and add employees and customers. He described their current business. The grant would give them funds to change fencing, redo parking, repaint the building, and open the glass front to a ship/shore store to sell Yamaha parts and other boat -related objects such as life jackets. They would access the expansion through the back property. Chair Cross thought the property was meant for part of the Town Center, and was not sure it was time to sell yet. Mr. Simon mentioned that the Fire Department is not looking to relocate Station #1 at the site, and there is no indication that the site is being considered for any City services. Mr. Simon advised that staff had explored other options for development, but the site is limited in what it can provide: a 5,000 square -foot building and constrained parking. There have been no other interested developers. Chair Cross was concerned that the amount of the grant was too high in proportion to the improvement costs. Mr. Wood stated that they should be able to create three to four full-time employees and several part-time employees. He said they were willing to hire locals for construction and to work in the store, and they would be willing to get a CBA. Mr. Simon advised that to approve the grant, they could either approve the amount on the front end in an Economic Development Grant or link it to an individual grant program in a pre -approval, reimbursement grant. A straight grant of $69,200 would be over the eligible amount, but $65,400 would be in line with a reimbursable grant. There is enough money in the budget to fund the grant - approximately $300,000 is uncommitted at this time. If the grant is not made, the money would roll over into next year's budget. Ms. Utterback said there are some grants pending approval. The Woods have a business plan, but it does not detail expenses, etc. Ms. Wood said they are pursuing an SBA loan for the property, and the money from business revenue will help pay for renovations. She said she could bring financial documents if needed. She added they just received approval to be a Seaborne console center and Yamaha engines dealer. Mr. Wood said they would have approximately four boats on display, and there would be a privacy fence around the customization shop so those boats would not be seen from Federal Highway. Mr. Wood continued, saying they talked to Mike Rumpf, City Planning and Zoning Director, trying to get a pre -approved site plan. The Planning and Zoning Board requested more greenery, off -property water retention, and moving garage door toward the railroad tracks. Meeting Minutes CRA Advisory Board Boynton Beach, Florida March 2, 2017 Mr. Simon advised that this presentation of the Letter of Intent is the first step in the process, and there are many details which will be addressed later. Chair Cross opened the public hearing on Agenda Item VI B 1. Harry Woodworth stated this will bean improvement on Federal Highway. INCA members are 100% behind the project, citing the CRA helping locals (the owners), hiring of locals, and cleaning up of Federal Highway. Mr. Woodworth said that INCA wants the CRA to help finish cleaning up the parking on North Federal Highway (big trucks, cars, etc.), since it interferes with bicycle riding. They ask that there be no non -customer parking associated with the business on the street, such as boat trailers. They would ask there be a condition that they bring the property up to Code, and sunset any existing exemptions on the old properties. Mr. Woodworth addressed possible internships at the site. Chair Cross closed the public hearing on Agenda Item VI B 1. Mr. Simon commented that they can discuss internships and other ideas when they are in the contract phase. Chair Cross recalled past discussions that the CRA Board had on the purchase of the Amerigas property. She was concerned those issues may rise up again. Mr. Simon reviewed the history of the property. He pointed out that they have given property away for zero dollars, and the pendulum is constantly changing. The value of the property per the property appraiser is $464,744, and the true market value would be about 15% higher. Motion made by Mr. Murphy, seconded by Dr. DeVoursney, to recommend to the CRA Board to allow Mr. and Ms. Woods to purchase the property based on the Letter of Intent and with a CBA. In a voice vote, the motion passed unanimously (6-0). 2. Consideration and Discussion of Social Media Outreach Program Mr. Simon reported that staff has been working with Career Source to try to come up with social media internships for the CRA and/or for the community. The intern would be funded by the CRA and would identify businesses that fit the model and need for social media introduction and meet with the interested businesses to assess what they are currently doing. The program would not be very labor intensive from a staff level and would be fairly inexpensive for the CRA to fund. Mr. Simon described the duties of the intern: reports on what kinds of improvements were seen; analytics behind Facebook, Twitter, and Instagram; introducing connections between the business' website and social media, etc. He advised the Board that if they so desire, to recommend the program and a yearly salary in the range of a total of $35,360 or as determined by the staff to operate the program for a year. Although they have a list of 65 businesses, they thought 15 to 25 would be a manageable amount for one individual. Career Source will find the intern/employee who is skilled in the profession. It does not require a Memorandum of Understanding or a contract with Career Source. 7 Meeting Minutes CRA Advisory Board Boynton Beach, Florida March 2, 2017 Ms. Utterback reported that it would be a one-year pilot program, and after a discussion with Career Source, they agreed that the hourly wage would be $17 per hour, since it is a contract employee (with no benefits). The wage is recommended to be taken out of Economic Development grants, which would be the approximate amount of two grants. Mr. Hendricks wanted to leverage the relationships between the businesses to begin building their own events. Mr. Simon said they are already planning to cross -promote events for community empowerment and economic development. It was noted that the intern would also assist the CRA with social media activity, and the program would link between the businesses and the CRA. Motion made by Mr. Maharajh, seconded by Dr. DeVoursney, to recommend to the CRA Board to work with Career Source and hire an intern for social media for the grantees in the CRA. In a voice vote, the motion passed unanimously (6-0). 3. Update of the Cottage District Mr. Simon reported that he met with four or five builders to discuss why they were not interested in the project and what their suggestions would be. He believed that it was time to explore another RFP based on the feedback from the builders. The CRA needs to be aware of the commitments involved in the project beyond what was possible in the past. There will be a commitment of funding beyond the property. He talked about all the non -building costs associated with building a vertical construction. In order for a project to be successful, Mr. Simon commented that they either have to pay for some items upfront or have money for down payment assistance on the back side. Potential unit buyers would probably not be able to afford a full mortgage. The CRA will have to assist with amenities such as streetscape improvements, landscaping, etc. Those site assistance measures would cost about $1 million to $1.5 million. Mr. Simon continued that the RFP would be more open, where the developer could select what type of development they would want. There could also be a land trust involved. Using a map, he pointed out the properties surrounding the area, and said they are trying to arrive at ways to enhance the area, not just one side of the street. He asked the Board for feedback. Mr. Simon advised they have begun Community Standards - they have reached out to several property owners in the area to find out the status of their properties. Chair Cross believed that work (cleaning up) should be done before they go out for an RFP, and Mr. Simon remarked that they are pursuing that. Mr. Simon stated he would bring back more clearly defined items for possible recommendations, information about nearby properties, and a draft RFP. Meeting Minutes CRA Advisory Board Boynton Beach, Florida March 2, 2017 The properties on the east side are rentals. The Community Care Center on the corner has non -conforming uses, and they are working on other sites to perhaps draw up a plan of action to help them relocate. Regarding possible partnerships for affordable housing (or down payment assistance), Mr. Simon commented that a partnership with a third party that does housing and has bank relationships could help process applicants. Chair Cross said that each bank in the CRA districts have "community reinvestment dollars." Mr. Simon the local banks joined together in a consortium and rotated lending between communities, and the program still exists. If the CRA wanted to undertake undergrounding the utilities, for example, they might be able to find a grant for that. Vlll. Public Comment Susan Oyer believed more public input was needed now, not at the end. She also mentioned the following needs: cigarette butt bins on Ocean Avenue, more signage for City/CRA events, free wi-fi, free popcorn at movies, put more information about CRA events on the City website, more shade trees everywhere especially on major streets, and give the Heisman Trophy winner a Key to the City and invite him to events. Freddy Johnson, 8477 Breezy Hill Drive, said he was a local developer/builder and was encouraged by what he heard at the meeting. He said he was interested in pursuing development on some of the properties and wished to meet with CRA staff. IX. Future Agenda Items A. Discussion and Consideration of District Clean Program X. Adjournment Upon motion duly made, the meeting adjourned at 8:53 p.m. [Minutes transcribed by J. Rubin, Prototype, Inc.] 9 BOYNTON�C .".'.'rRA BEACH CRA BOARD MEETING OF: April 11, 2017 Consent Agenda I I Old Business I I New Business I I Legal I I Information Only IX I CRAAB AGENDA ITEM: XV.D.1 SUBJECT: Discussion and Creation of Draft Community Benefits Agreement SUMMARY: The CRA Board approved this new assignment for the CRAAB at their regular monthly meeting held on December 13, 2016. The CRAAB Board has completed the assignment and has provided the attached report for the CRA Board's review FISCAL IMPACT: N/A CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Michael Simon, Interim Executive Director CRA Advisory Board Report Community Benefits Agreement Requirements The CRA of Boynton Beach was established pursuant to Chapter 163, Florida Statutes, to address the rehabilitation, conservation, and redevelopment of designated slum or blighted areas and to promote economic development within the CRA District. Therefore, the CRA Advisory Board recommends that whenever CRA funds are used or property is sold below fair market value (subject to an appraisal) that the CRA Board insure that the City of Boynton Beach and the CRA District receives certain benefits for those funds or below-market sales to insure that the purpose of the CRA has been fulfilled. Thus, the CRA Advisory Board recommends that all or some of the following be included in a Community Benefits Agreement which primarily relate to local workforce hiring: • Hire a minimum number or percentage (i.e. 15%-20%) of local subcontractors, (i.e. plumbers, electricians, architects, landscapers, construction labor, etc.) to work on the project and require proof quarterly of the hiring to the CRA staff. • Hire a minimum number or percentage (i.e. 15%-20%) of applicants from the City of Boynton Beach both skilled and unskilled labor and preferably those that live within the CRA district for full-time positions to work on the project or during operation of the business and require proof quarterly of the hiring to the CRA staff. Coordination through CareerSource is encouraged. A larger percentage of part-time workers should be required. • Pay a "living wage" to all workers (and will require subcontractors to pay also) and will provide proof quarterly of such payments to the CRA staff. Living wage shall be defined as at least 150% of the current state minimum wage or fall within the City's Responsible Wage Ordinance for City workers. In addition, employer provided health coverage should be required. • Provide job training workshop(s) prior to start of construction and provide proof to the CRA staff of the number of attendees and an outline of the material covered at the workshop. • Electronically post all job opportunities in established job outreach websites and organizations including CareerSource South Florida. In addition to electronic postings, advertisements in local newspapers should also be required. • Advertise several job training workshops and job fairs prior to the start of the project in local media and on the CRA's website beginning no less than 2 weeks prior to start of each workshop and provide proof of such advertisements to the CRA staff The CRA could hire an SBE -Construction Services firm (cost to be reimbursed by owner/developer) to monitor the hiring and payment of wages and to certify compliance with the CBA. In addition to the requirement that the owner/developer provide proof quarterly that the requirements have been met, there shall be penalties for noncompliance including but not limited to the repayment of any or all of the benefits received by the owner/developer from the CRA. A minimum penalty should be at least 25% of the benefits. A graduated scale for failure to comply can be provided (i.e. a % loss of benefits based on a % reduction in compliance). With respect to the wage rate, a penalty rate could be applied to the actual "paid" rate and such penalty required to be paid to the workers within 30 days of failure to comply (i.e. $10 per hour penalty). BOYNTON =BEACH CRA CRA BOARD MEETING OF: April 11, 2017 Consent Agenda I I Old Business ( I New Business I I Legal I I Information Only IX I CRAAB AGENDA ITEM: XV.D.2. SUBJECT: Research and Recommendations Regarding Tax Increment Revenue Funding Agreements and the Current Policy Regarding TIRFA Agreements SUMMARY: The CRA Board approved this new assignment for the CRAAB at their regular monthly meeting held on January 10, 2017. The CRAAB Board has completed the assignment and has provided the attached report for the CRA Board's review FISCAL IMPACT: N/A CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD MOTION/OPTIONS: Michael Simon, Interim Executive Director CRA Advisory Board Report Direct Incentive Funding Agreements Requirements The CRA of Boynton Beach was established pursuant to Chapter 163, Florida Statutes, to address the rehabilitation, conservation, and redevelopment of designated slum or blighted areas and to promote economic development within the CRA District. Therefore, the CRA Advisory Board recommends that whenever CRA TIF funds are to be paid pursuant to a DIFA, that the CRA Board insure that the City of Boynton Beach and the CRA District receives certain benefits for those funds to insure that the purpose of the CRA has been fulfilled. Thus, the CRA Advisory Board recommends that all or some of the following purposes be support for entering into a Direct Incentive Funding Agreement: • Public parking spaces are provided in perpetuity based on anticipated public usage of the area and especially in the Town Center area and other high density areas (structured parking at approximately $10,000 per space and $3,000 for surface parking). • Retail or office space offered at below market rents for a period of time (i.e. 3 — 5 years). Such discount should be at least 25% below market for the property constructed. Such discount can be calculated and result directly in the TIF funding. • Workforce/Affordable housing is provided. At least 20% of the project should be dedicated to workforce/affordable housing. The TIF funding can be calculated based on the below market rent/purchase price. • Creation of permanent specialized jobs in the STEM fields. The TIF should only be payable to the extent such jobs remain permanent. If jobs are lost, the TIF payments should be reduced accordingly. • Construction of "green"/LEED properties. The additional costs associated with this construction and the cost of monitoring compliance could be used to determine the incremental funding. • Development of a business needed within the CRA district such as a specialty food store, flagship hotel, convention center, etc. To the extent market studies show that these businesses are not yet viable, then TIF revenue should be provided to support the business for a period of years until the demographics improve to support the business but generally for no more than 10 years. Should the scope of the project be reduced (i.e. square footage, # of rooms, etc.) then there should be a corresponding reduction in the TIF. Other than the purposes specified above or any other special purpose so determined by the CRA board, a DIFA shall not be entered into merely for the purpose of offsetting customary development costs. The citizens of the City deserve to receive more than to just have property developed in accordance with City ordinances and land development regulations — they deserve a commitment from the developer to not only remove slum and blight, but to also provide needed additional services and opportunities for future economic growth. The CRA should not pay more than 60% of the incremental TIF revenue generated by the project and for no more than 10 years. Such TIF revenue will be based on actual tax payments made by the developer to the City and should be on a reimbursement basis. Payment (and term of the DIFA) shall not commence until project is substantially (90%) complete. The developer shall be subject to a completion schedule. To the extent the development is delayed beyond a completion schedule (through no fault of the City) then the DIFA will be reduced by some percentage based on the term of the delay (i.e. 10% reduction for every 10% delay in completion). The DIFA should not be assignable unless the assignor has been in compliance with the agreement, the assignee agrees to the same terms as the original developer (assignor), and the original terms of the DIFA are still in effect. The original developer should not be released from their obligation to insure that the project meets the requirements of the DIFA. Note — the original developer should not be able to "cash -out" of the project and thus receive the future benefits of the DIFA without still being obligated to insure compliance with the DIFA. There should also be a cap on the incentive funding either annually or in total — essentially, if the project value increases at a % higher than expected and thus resulting in significantly greater taxes, then the TIF funding should be capped (the percentage payable should be reduced) so as to not result in a windfall based on higher fluctuations in market value of the project. A floor could also be established based on cost of the project. The incentive payments should be used for the sole and exclusive purpose of paying and/or reimbursing the costs of the construction, maintenance, operation, and debt service/debt issuance costs of the specified project only. The incentive payments to the developer should be subordinated to any payments required by the CRA to pay its own debt service with respect to any debt or bonds that exist at the time the DIFA. The CRA shall not be obligated to pay any incentive payments out of its general funds or other sources of TIF incremental revenue (e.g. only out of the payments actually paid by the developer for that specific project.) CRA- Board Meeting 4/11/17 Grant Approval Overview. Private B sin CRA Grant :Investment -Private Investment Total Project Cost Ratio CRA:Private Business Type R & C Hotels Corporation $13,950 $131950.. $27,900 1_:1 Motel Home with Help of:Florida, Inc. _ $10,800 $10,.800 $21;600 1:1, Healthcare . Grandma's ManufactUre, LLC $45,000 $505,000 $550,000.. 1:11. Bakery: Bark Avenue Hotel & Spa, LLP .. $10,800. $15,648 $26,448 _ 1:1.4 Retail Seoul Sister Yoga, LLC . $41,559 $95,667 $1371226. 1:2.3 Fitness Paul Smith - $4;100 $4,100 $8;200. 1;1 Warehouse„ Baciami, Inc. - -$62,960 $131,340 $194;300 1:2.1 Italian. Food Posh_ Realty, LLC ;:$32,800, :. ::$39,920,.: $72,720 :. 1:1.2 . Realty. Total CRA Grant Private Number'of.: T®tela Investment Ratio Grant _ Grants Issued. Inception to Inception to _ CRA:Private - Date ®ate - Commercial Facade 76 $767,144 $9,452;20 1:12:3 Commercial Interior Build-0ut 32 $456,764 $2_,408;902 1:5:3 Rent Reimbursement. 35. $240,671 $500,363 _ 1:2.1 Construction Permit 8 $.64,816: $9;935 1:.15 Total 151 Boynton Beach CRA Economic Development Program Grants FY 2016-2017 - Project Fund 02-58400-444 3/15/17 Board Approved Social Media Consultant -Funding deducted from Economic Development Grants TMni rZZ►an4 A.nnnn4 Applicant CRA Board Approval Date Rent Reimbursement Interior Buildout Commercial Fa ade Construction:Pro'ect Balance Available . Total Grant New Square Amount Footage Old Square Footage 211 E. Ocean Ave: -Tier 1 $500K 3.3% $0.00 $45,000.00 $25,000.00 $66,000.00 $396;000.00 ..: $136,000.00 480. E. Ocean Ave. - Tier.1 'Rest. $100K 2.3% $0.00 $45,000.00 " . .. $25,000.00 $66,000.00 $260,000.00 $136,000.00 $260,000.00 : $0.00 8F Processing, Inc. 03/15/16 $25,000.00 $235,000.00 $25,000.00 SF Processing,, Inc. 03/15/16 $3,432.80 $231,56720.. $3,432.80 $231,567.20 $0.00 R &.0 Hotels Corporation$14,000.00 $217,567.20 '. $14,000.00 $217.567.20 Home with Help, of Florida, Inc. $10;800.00$206,767.20 - $10,800.00 „ . $206,767.20 Grandma's Manufacture, LLC$25,000.00 $20,000.00 $161,767.20::. $45,000.00 $161,767.20 $0.00 Bark Avenue Hotel and Spa $10,800.00 :. " " $150,967.20 $10,800.00 „ . $150,967.20 $0.00 ' Yoga Fit $1.0;800.00 $25,000.00 $3,500.00 $2,258.60 $109,408.60 $41,558.60 $109;408.60 $0.00. Sharon and Paul Smith " " $4,100.00 '..' $105,308:60 .$4,100.00' $105,308.60. $0.00 Posh Realty $10;800.00 $15,000.00 $7,000.00 $72,508.60: • • $32,800.00 $72.508.60 . ' � $0.00 . Baciami, Inc. - - :$1,660.00 $1,300.00 $9,548.60 • . .$62,96.0.00 Grandma's Manufacture, LLC.' . = Silver Bullet . ' - .. $2,048.60 ..$7,500.00 Troy's BBQ _ $24,951:40 Sean Fenton -'Financial Advisor Rob Nosh - ($31,951.40 ' $99,000.00 $233,500.001 $148,260.001 $158,991.401 $639,751.40 06-17-2015 - Amounts for 211 & 480 changed to draft contract amounts. T:\PROGRAMS & GRANTS\01 ED GRANTS SPREADSHEET & SUMMARIES\01-ECONOMIC DEV GRANT TRACKING -Comm Facade -Int Buildout -Rent