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Agenda 07-11-17 Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J ATTACHMENT I ATTACHMENT II MEMORANDUM To: Michael Simon, Boynton Beach CRA Director From: Marwan Mufleh, PE Kimley-Horn and Associates, Inc. Date: July 3, 2017 Boynton Beach Boulevard Improvements - June 2017 Progress Report Subject: TYPICAL SECTION Coordinated with FDOT to obtain approval for the proposed typical section to narrow lane widths from expected, however, reducing the center couple of days. DESIGN SURVEY Survey work is underway and will be completed by end of July / beginning of August UNDERGROUNDING OF FPL OVERHEAD LINES Conducted meetings with FPL representative, John Lehr, to discuss the project. A minimum width of around cabinets. Placement of cabinets on side streets that intersect BBB to reduce sidewalk clutter where possible is preferred. It appears that most properties are served from the back which will simplify the conversion process. PEDESTRIAN CROSSING Conducted a meeting with FDOT to discuss providing a pedestrian crossing across BBB between I-95 and Seacrest Blvd. Based on that meeting a traffic study has been prepared and will be submitted week of July 10. LANDSCAPE, HARDSCAPE AND STREET LIGHTS Met with CRA Director on June 30 to discuss hardscape, lighting, and landscape options. Based on feedback at this meeting, Kimley-Horn will prepare three lighting and hardscape options to be presented as more refined conceptual exhibits for CRA Board review at their August 2017 meeting. kimley-horn.com 1920 Wekiva Way, Suite 200, West Palm Beach, FL 33411 561-845-0665 Rick Scott,Governor Jonathan Zachem,Secretary JUNE 30, 2017ARE YOU READY FOR YOUR INSPECTION? EMAIL:DHR.DISTRICT2@MYFLORIDALICENSE.COMWith your file number D221 MERCADO LISA 480 OCEAN AVE BOYNTON BEACH,FL33435 Re:Division of Hotels and RestaurantsPlan Review License Type: 2010 PERMANENT FOOD SERVICE Application No. 1021658 Log No. HQ-17-6141 File No. 302694 Dear Plan Review Applicant: Congratulations on your decision to operate a restaurant in Florida! I have approved the public food service establishment plans for FORK PLAY, 480 OCEANAVE, BOYNTON BEACH, FL 33435,as of 06/30/2017, with the following condition(s): 1) HANDWASHING SINK MUST BE ACCESSIBLE AT ALL TIMES. THE INSTALLATION OF A SHELF OR TABLE THAT CAN COVERTHE HANDWASHING SINK IS NOT ALLOWED. 2) ADEQUATE SNEEZEGUARD/BARRIER MUST BE PROVIDED ON THE CUSTOMER SELF-SERVICE LINE TO PREVENT CUSTOMER CROSS CONTAMINATION OF THE DISPLAYED FOOD PRODUCTS. 3) PROVIDE LOCATION OF WATER HEATING DEVICE AT TIME OF LICENSING INSPECTION. 4) PLANS PROVIDED MUST ACCURATELY REFLECT ALL FOOD SERVICE EQUIPMENT AND ITS LOCATION IN THE ESTABLISHMENT. FAILURE TO PROVIDE ACCURATE PLANS COULD RESULT IN DELAY AT THE TIME OFTHE LICENSING INSPECTION Please have the above information or proof ofcompliance with the conditions ready for the inspector at your opening inspection. The conditions listed above are required to pass your opening inspection. Please include the file number and log number listed above on any documents submitted. Your plans are only approved as submitted to us andwith the above conditions. Changes in proposed operational procedures may require additional equipment and certain changes may require a new plan review.If you decide to change the menu, equipment or operation, please notify us immediately. Your plan approval is valid for one year from the date of this letter, so you must license the proposed establishment before then. If your plan approval expires after a year, you may have to complete the plan review process including fee payment again. If you are no longer in charge of this project, please forward this letter to the correct person or company. When the construction is complete, please email Dhr.district2@myfloridalicense.comto request contact from an inspector to schedule an opening inspection. Be ready to provide the file number located at the top of this letter. Please allow 1-2 days for the inspector to contact you to schedule the inspection. Good luck with your enterprise! Sincerely, Cathia Jean, Plan Reviewer Cathia.Jean@myfloridalicense.com 850.717.1276 Phone: 850.487.1395Division of Hotels & Restaurantswww.MyFloridaLicense.com Plan Review OfficeLicense Efficiently. Regulate Fairly. 2601 Blair StoneRoad Tallahassee, FL32399-1011 LOG NUMBER HQ176141 Division of Hotels and Restaurants FILE NUMBER www.MyFloridaLicense.com/dbpr/hr 302694 PLAN REVIEW SPECIFICATION WORKSHEET Establishment must meet all standards of Chapter 509, Part I, Florida Statutes, and Chapter 61C-1&4, Florida Administrative Code 1 Establishment Name:FORK PLAY 2Current License Number:PENDING Review Type Previous License Number and/or Name (ifapplicable): New/Conversion Remodel Closed at least one year Previous Licensing Agency: Department of Agriculture and Consumer Services Department of Health Division of Hotels & Restaurants Change Owner with Remodel WORKSHEET CODE KEY:S=Satisfactory NA= Not applicable U= Unsatisfactory –a plan cannot be approved with an item marked in this manner C= Caution –item is operationally based or cannot be determined by review and will be verified during onsite inspection 3 Construction Finishes FloorWallCove BaseCeiling Food PreparationWASHABLE TILESSSEALED WOODSEALED WOOD Food StorageWASHABLE TILESSSEALED WOODSEALED WOOD Dishwash AreaWASHABLE TILESSSEALED WOODSEALED WOOD BathroomsWASHABLE TILEPTD DRYWALLSEALED WOODSEALED WOOD Dry StorageWASHABLE TILEPTD DRYWALLSEALED WOODSEALED WOOD BarNANANANA Note:Finishes in areas of moisture must be smooth, nonabsorbent and easily cleanable;Studs, joists or rafters may not be exposed in areas of moisture;Curved and sealed cove bases are required at floor/wall junctures. Sinks andWarewashing Manual washing, rinsing and sanitizing facilities provided:3-compartment sink 4-compartment sink 4S Location(s):Kitchen Bar Dishwash area Other Mechanical washing, rinsing and sanitizing facilities provided:Dishmachine Glasswasher 5S Dishmachine/glasswashersanitizing method: Chemical Hot Final Rinse 6CDrainboards or shelving/table equivalent provided at each end of dishwashing facilities 7CHandwashsink(s) provided/accessiblein food prep and food dispensing area(s) 8SHandwashsink provided/accessiblein dishwashing area(s) 9Total number of handwash sinks shown3 10Food prep sink(s):1-compartment 2-compartment 3-compartmentNumber shown:0 Comments: DBPR Form HR 5021-011 Page 1of 3 Revised 2013April 04 Fire Safety 11SHood automatic fire suppression shownovercooking equipment (grease laden vapors) 12CPortable extinguisher(s)shown 13Public exit access does not go through kitchen / storage rooms / bathrooms / other high hazard areas Yes No 14Public: Employee: Total: 3 Number of exits: 15Square footage of establishment:1308 16Building fire sprinkler system installedYes No Equipment and Storage 17SIce machine installed in enclosedareawith outer openings protected 18CDisplayed/exposed food effectively protected 19CFood preparation area protected from environmental contamination 20NARunning water dipper well installed for bulk ice cream serviceor equivalent handling 21SEquipment installed for cold holdingpotentially hazardous(time/temperature control for safety)food 22SEquipment installed for hot holding potentially hazardous (time/temperature control for safety) food 23CDry storage area designated 24CMaintenance and cleaning equipment storage area designated 25CEmployee personal article storage designated Plumbing andBathrooms 26C Plumbing system installed 27SLocation(s):ICE MACHINE ROOM Mop/service sink; can wash -shown 28CWater heating deviceLocation: Establishmenttype:Stand alone Mall (strip/enclosed)Incidental Lodging associated Theme 29 park/entertainment complex Type/LocationShown:Bathroom for each sex Unisex only Public 30S Public bathroom installed Public bathrooms within 300 feet on same level bathroom(s) on same level Public bathroom(s) accessible to customers without going through food preparation, food storage or 31S warewashing areas 32SEmployee bathroom(s) providedSame as customer bathroom(s) Separate from customer bathroom(s) Water Supply 33Public well permit number: SType of supply: Municipal Onsite Well Other 34Provider name: CITY OF BOYNTON BEACH Written approval/verification via: Copy of bill Approval form Provider letter Permit 35 Electronic account document Verbal Other Wastewater Disposal 36SType of system: Municipal Septic Tank Package Plant Other 37Providername:CITY OF BOYNTON BEACH Written approval/verification via: Copy of bill Approval form Provider letterPermit 38 Electronic account document Verbal Other Permit number: Restrictions (see provisos) Septic tank system 39 Tank size: gallonsDrainfield: square feetGrease trap: gallons Seating capacity per plan: Inside seating Outside seating Total: 150 40 Projected number of seats contingent upon approval from local Authority Having Jurisdiction Comments: DBPR Form HR 5021-011 Page 2of 3 Revised 2013April 04 Plan Results 41Plans approved without provisos 43Plans denied (see provisos) 42Plans approved with provisos (see provisosbelow) Provisos: 1) HANDWASHING SINK MUST BE ACCESSIBLE AT ALL TIMES. THE INSTALLATION OF A SHELF OR TABLE THAT CAN COVER THE HANDWASHING SINK IS NOT ALLOWED. 2) ADEQUATE SNEEZEGUARD/BARRIER MUST BE PROVIDED ON THE CUSTOMER SELF-SERVICE LINE TO PREVENT CUSTOMER CROSS CONTAMINATION OF THE DISPLAYED FOOD PRODUCTS. 3) PROVIDE LOCATION OF WATER HEATING DEVICE AT TIME OF LICENSING INSPECTION. 4) PLANS PROVIDED MUST ACCURATELY REFLECT ALL FOOD SERVICE EQUIPMENT AND ITS LOCATION IN THE ESTABLISHMENT. FAILURE TO PROVIDE ACCURATE PLANS COULD RESULT IN DELAY AT THE TIME OF THE LICENSING INSPECTION Variance approved VW# Date:Plans approved without provisos Plans approved with noted provisos (see provisos above) The following general provisos apply to all public food service establishments. ALL ITEMS WILL BE VERIFIED BY AN INSPECTOR AT THE TIME OF INSPECTION. Water/ Backflow Prevention 44Hot and cold water supplied to all sinks where required (e.g., three-compartment, handwash, mop/service sinks) 45If allowed by the local Authority Having Jurisdiction, warewashing sinks and machines may have a direct connection Lighting Light fixtures shielded/coated/covered where food is stored/prepared/displayed or where single-service items are 46 open/exposed Illumination –50 foot-candles in food preparation areas; 20 foot-candles in self-service areas, inside reach-in or under- 47 counter refrigerators, handwashing and warewashing areas, equipment and utensil storage, toilet rooms; 10 foot- candles in walk-in refrigerators and freezers, dry food storage areas Equipment Installation and Operation 48 Waste container (dumpster), grease receptacle, compactor, recycle bins on nonabsorbent surfaces (pad) 49Local exhaust ventilation installed over cooking units releasingsteam/grease laden vapors/smoke 50Bathrooms ventilated /provided with windows; doors self-closing; doors / stalls constructed to insure privacy Equipment, mop/service sink/can wash/compactor area properly drained to sanitary sewer; refrigeration waste piping 51 discharges indirectly into floor drain or other approved receptor; Laundry facilities protected Dishmachines have visual detergent andsanitizer delivery system or incorporate visual /audible alarm to signal if 52 detergent and sanitizer are not delivered to the proper cycles 53 Allhose fittings protected by backflow device; back siphonage/backflow protection ifno air gap/break 54 Doors to exterior self-closing unless emergency exit Fire SafetyInformation(Requirements and Compliance by Localfire Authority Having Jurisdiction) 55No mesh filters in hood with automatic fire suppression systems installed 56All gas appliances have a nationally recognized testing laboratory seal such as AGA or UL 57Class K and other portable fire extinguisher installed as required by NFPA 10 and/or local fire authority 58 Automatic sprinkler and fire alarm systems required for occupancies greater than 300 59 Exit doors open outward for occupancy greater than 49 Physical separation or vertical splash guard installed between fryer(s) and open flames of adjacent cooking 60 equipment. Check with local fire authority for installment requirements Plan Reviewer:CATHIA A JEANDate:06/30/2017 Plans Returned via:Mail Email Shipping DBPR Form HR 5021-011 Page 3of 3 Revised 2013April 04 Professional Services - Option 1 CRA Board FY 16-17FY 17-18 Contingency$119,000$100,000 Surveys & Appraisals$100,000$100,000 Architectural Design$150,000$150,000 City Code Review - Plan Update$175,000$- Cottage District$75,000$75,000 Legal Services$150,000$125,000 Rent Expense - Police$13,200$14,400 Total$782,200$564,400 Professional Services - Option 2 CRAAB FY 16-17FY 17-18 Contingency$119,000$100,000 Surveys & Appraisals$100,000$65,000 Architectural Design$150,000$125,000 City Code Review - Plan Update$175,000$- Cottage District$75,000$86,600 Legal Services$150,000$125,000 Rent Expense - Police$13,200$14,400 Total$782,200$516,000 Boynton Beach CRA General Fund - Budget Summary - FY 2017-2018 FY 2016-20172017-2018 vs. Prior Year Original AmendedYear End2017-2018Increase/(Decrease) REVENUESBudgetBudgetEstimateBudgetAmount% Tax Increment Revenue (TIF)$10,363,156$10,363,156$10,579,150$11,461,518$1,098,36211%Property Values up 8.3% Marina Rents & Fuel Sales$1,000,000$1,000,000$1,000,000$1,000,000$-0% Fund Balance Allocation - FY14-15(a)$668,607$668,607$668,607$-$(668,607)0% Fund Balance Allocation - FY15-16(b)$-$671,909$671,909$-$(671,909)0% Total Revenues$12,031,763$12,703,672$12,919,666$12,461,518$(242,154)-2% EXPENSES CRA Board & Advisory Board$29,650$29,650$29,850$30,500$8503% Due to (1) consolidation of FICA taxes, Administration benefits, workers comp insurance, Executive Department$455,422$455,422$460,886$445,240$(10,182)-2% reemployment and compensated Finance Department$282,679$282,679$265,622$186,060$(96,619)-34% absences in one general ledger Planning & Development Department$163,668$163,668$161,948$115,290$(48,378)-30% department, and (2) addition in Marketing & Business Development$141,432$141,432$141,173$167,620$26,18819% Marketing Dept. of advertising costs for Special Events Department$104,696$104,696$104,596$86,870$(17,826)-17% Woman's Club and Marina. Marina Taxes, Employee Benefits, advertising formerly in Project Fund, Compensated Absences, Workers moved to General Fund due to Comp $-$-$-$367,938$367,938100% completion of all phases of Sub-Total$1,147,897$1,147,897$1,134,225$1,369,018$221,12119% construction. Other General Fund Expenses Insurances$179,250$179,250$164,250$172,500$(6,750)-4% Professional Services$252,000$252,000$227,000$274,000$22,0009%Website redesign and medical clinic Buildings, Grounds, Maintenance$505,545$505,545$449,045$567,770$62,22512%Woman's Club maintenance costs Marina Operations$1,000,000$1,000,000$990,000$1,000,000$-0% Information Technology$64,500$64,500$60,000$80,550$16,05025%NovusAgenda & LaserFische software Contingency$100,000$100,000$-$100,000$-0% Sub-Total$2,101,295$2,101,295$1,890,295$2,194,820$93,5254% Total General Fund Operating$3,278,842$3,278,842$3,054,370$3,594,338$315,49610% Operating Transfers Out Transfer to Debt Service Fund$2,140,220$2,140,220$2,140,220$2,140,955$7350% Transfer to Project Fund$6,612,701$7,284,610$7,284,610$6,726,225$(558,385)-8% Sub-Total$8,752,921$9,424,830$9,424,830$8,867,180$(557,650)-6% Total General Fund Expenses & Transfers Out$12,031,763$12,703,672$12,479,200$12,461,518$(242,154)-2% NOTE: Administrative Costs As a % of General Fund11% (a) Source: Audit ending 9/30/15 - General Fund, Unassigned Fund Balance; less $167,152 for insurance reserve. Total audited unassigned = $835,759. (b) Source: Audit ending 9/30/16 - General Fund, Unassigned Fund Balance; less $167,909 for insurance reserve. Total audited unassigned = $839,545. Resolution Budget #1 R17-01 CRA Board Approved 6/13/2017 PURCHASE AND DEVELOPMENT AGREEMENT This Purchase and Development entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes (hereinafter, SELLER OCEAN ONE BOYNTON, LLC (hereinafter, . In consideration of the mutual covenants and agreements herein set forth, the Parties hereto agree as follows: 1. PURCHASE AND SALE/PROPERTY. SELLER agrees to sell and convey to PURCHASER, and PURCHASER agrees to purchase and acquire from SELLER, on the terms and conditions hereinafter set forth, the Property which consists of a parcel located in Palm Beach County, Florida as more particularly described as follows (hereinafter, : 2. PURCHASE PRICE AND PAYMENT. The Purchase Price to be paid for the Property shall be Ten Dollars ($10.00), receipt of which is hereby acknowledged. The parties agree that SELLER is conveying the Property to PURCHASER for the construction of a mixed- use development with at least 200 residential units as described onas set forth in the Site Plan attached hereto as Exhibit (Development Project). SELLER has complied with Section 163.380, Florida Statutes, in proceeding with the sale of the Property to PURCHASER. 3. DEPOSIT. $1,000.00, to be paid to Closing Agent as hereinafter defined within five (5) days of the Effective Date, which shall be nonrefundable unless otherwise provided herein. 4. EFFECTIVE DATE. The Effective Date of this Agreement shall be the date CRA will not execute until when the last one of the SELLER and PURCHASER has signed the Agreement. TIRFA is approved and executed 5. CLOSING. The purchase and sale transaction contemplated herein shall close within sixty (60) days from the Effective Date of this Agreement, unless extended by other provisions of this Agreement or by written agreement, signed by both parties. Notwithstanding the foregoing, the Closing shall occur no later than one year from the Effective Date. 6. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to PURCHASER, by Special Warranty Deed in a form substantially in accordance with Exhibit CB, and 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, 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 00824425-1 P:\\WpDocs\\Ocean One Boynton\\Purchase & Development Agreement11 PURCHASE AND DEVELOPMENT AGREEMENT Page 2 of 28 (hereinafter defined), to which PURCHASER fails to object, or which PURCHASER agrees to accept, pursuant to Section 7.1 and Section 7.2 hereof. 7. INVESTIGATION OF THE PROPERTY. Within thirty (30) days of the Effective Date PURCHASER and agents, employees, designees, contractors, surveyors, engineers, architects, attorneys and other consultants expense, to make inquiries of and meet with members of Governmental Authorities regarding the Property and to enter upon the Property, at any time and from time to time with reasonable notice to SELLER and so long as said investigations do not result in a business interruption, to perform any and all physical tests, inspections, and investigations of the Property, including but not limited to Phase I and Phase II investigations, which PURCHASER may deem necessary. During this Feasibility Period, PURCHASER may elect, in sole and absolute discretion, to terminate this contract. If PURCHASER elects to terminate this Agreement in accordance with this Section, PURCHASER shall: (i) leave the Property in substantially the condition existing on the Effective Date; (ii) to the extent practicable, shall repair and restore any damage caused to the Property by PURCHASERtesting and investigation; and (iii) release to SELLER (without representation or warranty), at no cost, all reports and other work generated as a result of the testing and investigation (other than proprietary information prepared solely by Purchaser). PURCHASER hereby agrees to indemnify and hold SELLER harmless from and against all for nonpayment for services rendered to PURCHASER (including, without limitation, any construction liens resulting therefrom) or for damage to persons or property arising out of investigation of the Property. obligations under this Section shall survive the termination, expiration or Closing of this Agreement. 7.1 . SELLER shall deliver to PURCHASER the following documents and instruments within five (5) days of the Effective Date of this Agreement: copies of any reports or studies (including environmental, engineering, surveys, soil Spossession or control with respect to the physical condition of the Property, if any. 7.2 Title Review. Within thirty (30) days of the Effective Date , PURCHASER shall obtain, at the expense, from a Title Company chosen by PURCHASER covering the Property and proposing to insure PURCHASERin an amount to be determined subject only to the Permitted Exceptions, together with complete and legible copies of all instruments identified as conditions or exceptions in Schedule B of the Title Commitment. PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than the end of the Title Investigation Period, notifying SELLER of any objections PURCHASER PURCHASER fails to deliver 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, SELLER shall have thirty (30) days to attempt to cure and remove the Title Objections It is understood by the parties that SELLERshall have no 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 3 of 28 obligation to incur costs or initiate legal proceedings to address Title Objections. In the event that SELLER is unable to cure and remove, or cause to be cured and PURCHASER, then PURCHASER, in sole and absolute discretion, shall have the option of (i) extending the Cure Period and the Closing for one additional thirty (30) day period, or (ii) accepting the Title to the Property as of the time of Closing or (iii) canceling and terminating this Agreement, in which case, the Deposit, if any, shall be returned to PURCHASER and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Prior to the Closing, PURCHASER shall have the right to cause the Title Company to issue an updated Title Update contains any conditions which did not appear in the Title Commitment, and such items render title unmarketable, PURHCASER 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. 7.3 Survey Review. PURCHASER, at expense, may obtain comprising the Property to the nearest 1/100th of an acre. If the Survey discloses that there are encroachments on the Property or that improvements located on the Property encroach on setback lines, easements, lands of others or violate any restrictions, covenants of this Agreement, or applicable governmental regulations, the same shall constitute a title defect and shall be governed by the provisions of Section 7.2 concerning title objections. 8. CONDITIONS TO CLOSING. PURCHASER shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the PURCHASERin 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 Property is being sold in as-is condition. 8.3 Pending Proceedings. At Closing, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened, regarding the Property, which has not been disclosed, prior to closing, and accepted by PURCHASER. 8.4 Compliance with Laws and Regulations. The Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing. 9. CLOSING DOCUMENTS. The SELLER shall prepare, or cause to be prepared, 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 4 of 28 the Closing Documents set forth in this Section, except for documents prepared by the Title Company. At Closing, SELLER shall execute and deliver, or cause to be executed and delivered to PURCHASER the following documents and instruments: 9.1 Deed. A Special PURCHASER valid, good, marketable and insurable fee simple title to the Property free and clear of all liens, encumbrances and other conditions of title other than the Permitted Exceptions, consistent with Section 6 of this Agreement. 9.2 SELLER shall furnish to PURCHASER 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 or any other document reasonably required by the Title Company, the same shall be deemed an uncured Title Objection. 9.3 Closing Statement. A closing statement setting forth the Purchase Price, all credits, adjustments and prorations between PURCHASER and SELLER, all costs and expenses to be paid at Closing, and the net proceeds due SELLER. 9.4 Corrective Documents. Documentation required to clear 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 Prorations. Taxes and assessments, if any, for the Property shall be prorated through the day before Closing. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. Taxes shall be prorated e allowance made for maximum allowable discount. If millage. If current y tax. A tax proration based on an estimate shall, at request of either party, be readjusted upon receipt of tax bill. 10.2 Closing Costs. PURCHASER shall pay for documentary stamps on the deed, recording the deed and all general closing expenses (settlement fee, courier fees, overnight packages, etc.). The PURCHASER shall be responsible for the payment of the survey and the title insurance searches and policies. 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 5 of 28 10.3 Closing Procedure. PURCHASER shall fund the Purchase Price subject to the credits, offsets and prorations set forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver tothe Closing Agent designated by PURCHASER, the Closing Documents. The Closing Agent shall, at Closing, - PURCHASER, and promptly thereafter, record the Deed and other recordable Closing Documents in the appropriate public records. 10.4 Existing Mortgages and Other Liens. At Closing, SELLER shall obtain, or cause to be obtained, satisfaction or release of record of all mortgages, liens and judgments applicable to and encumbering the Property. 11. REPRESENTATIONS, COVENANTS AND WARRANTIES. 11.1 SELLER hereby represents, covenants and warrants to PURCHASER, as of the Effective Date and as of the Closing Date, as follows: 11.2 Authority. The execution and delivery of this Agreement by SELLER and the consummation by SELLER of the transaction contemplated by this Agreement are within binding on SELLER in accordance with its terms. The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 11.3 Title. SELLER is and will be on the Closing Date, the owner of valid, good, marketable and insurable fee simple title to the Property, free and clear of all liens, encumbrances and restrictions of any kind, except the Permitted Exceptions (and encumbrances of record which will be discharged at Closing). 12. DEFAULT. 12.1 In the event that this transaction fails to close solely due to PURCHASER refusal to close, and such failure to close is not a result of SELLER default or a title/survey defect, subject to the provisions of Paragraph 12.3 below, SELLER may terminate this Agreement and be entitled to retain the Deposit, following which neither PURCHASER nor SELLER shall have any further obligations 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. The failure of PURCHASER to comply with the provisions set forth in this Agreement shall constitute a Default and Breach of this Agreement. 12.2 In the event that SELLER shall fail to fully and timely perform any of its obligations or covenants he untrue or inaccurate, then, notwithstanding anything to the contrary contained in this Agreement, 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 6 of 28 PURCHASER may, at its option: (1) declare SELLER in default under this Agreement by notice delivered to SELLER, in which event PURCHASER may (i) seek an action for specific performance; or (ii) terminate this Agreement, wherein the full deposit shall be returned to PURCHASER and neither Party shall have any further rights hereunder. 12.3 Notice of Default. Prior to declaring a default and exercising the remedies described herein, the non-defaulting Party shall issue a notice of default to the defaulting Party describing the event or condition of default in sufficient detail to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have fifteen (15) days from 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 in this Section 12. 12.4 Survival. The provisions of this Section 12 shall survive the termination of this Agreement. 13. NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: If to Seller: Boynton Beach Community Redevelopment Agency Interim Executive Director, Michael Simon 710 N. Federal Highway Boynton Beach, Florida 33435 With a copy to: Tara Duhy, Esq. Lewis, Longman & Walker, P.A. 515 North Flagler Drive Suite 1500 West Palm Beach, Florida 33401 If to Buyer: William Morris Ocean One Boynton, LLC 777 E. Atlantic Avenue, #100 Delray Beach, FL 33483 Mr. Davis Camalier 1629 K Street N.W. Suite 1200 Washington, DC 20006 Mr. Michael Ross 9804 S. Military Trail Suite E11 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 7 of 28 Boynton Beach, FL 33436 With a copy to: Gary S. Dunay, Esq. Dunay, Miskel and Backman, LLP th 14 SE 4 Street, #36 Boca Raton, FL 33432 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. This Agreement may not be assigned, sold, other or otherwise transferred to any other entity without prior, written permission by the CRA, which may be granted or withheld at the sole and absolute discretion of the CRA. 15. RISK OF LOSS. In the event the condition of the Property, or any part thereof, is materially altered by an act of God or other natural force beyond the control of SELLER, PURCHASER may elect, as its sole option, to terminate this Agreement and the parties shall have no further obligations under this agreement, or PURHCASER may accept the Property without any reduction in the value of the Property. 16. BROKER FEES. The Parties hereby confirm that neither of them has dealt with any broker in connection with the transaction contemplated by this Agreement. Each Party shall indemnify, defend and hold harmless the other Party from and against any and all claims, losses, character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by either Party or on its behalf with any broker or finder in connection with this Agreement limits provided within Section 768.28, Florida Statutes, and CRA does not otherwise waive its sovereign immunity rights. The provisions of this Section shall survive Closing or termination of this Agreement. 17. ENVIRONMENTAL CONDITIONS. he 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. In addition, SELLER has not received any notices of any violation of environmental condition or other notices of violation of municipal ordinances. 18. DEVELOPMENT AND SALE OF THE PROPERTY. SELLER and PURCHASER acknowledge that the Property is being sold to PURCHASER for the sole purpose of developing a mixed-use project at the northeast corner of Boynton Beach Boulevard and Federal Highway. 18.1 Seller Design Approval. The PURCHASER and SELLER acknowledge, that the SELLER has reviewed the Site Plan and finds the Site Plan acceptable and consistent with the CRA Redevelopment Plan. Provided the Site Plan meets all applicable 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 8 of 28 development and buildings codes upheld by the City of Boynton Beach, and provides a minimum of 200 reside 18.3 Development Timeline. The City has approved PURCHASER Site Plan. PURCHASER agrees to diligently and continuously pursue approval of all other necessary approvals until the first building permit has been issued for the Development Project. PURCHASER agrees to commence construction of the Development Project within two (2) years from the date of closing hereunderthe Effective Date of the Tax Increment Revenue Finance Agreement attached hereto as D Once the first building permit is issued for the Development Project, PURCHASER agrees to diligently and continuously pursue completion of construction of the Development Project, subject to force majeure and other matters beyond the reasonable control of PURCHASER. If PURCHASER fails to commence construction within the timeframe set forth herein, PURCHASER shall be obligated to commence construction of a public plaza (the E,Cattached hereto and made a part hereof by reference no later than twelve (12) months after the expiration of the Construction Commencement Period. The Special Warranty Deed shall include a restriction consistent with the requirements of this Section in a form substantially in accordance with attached hereto. 18.4 Survival. The provisions of this Section 18 shall survive the termination of this Agreement. 19. MISCELLANEOUS. 19.1 General. This Agreement and any amendment hereto, may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or, should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District Court of Florida. 19.2 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 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 9 of 28 Date in the calculation thereof. For purposes of this Agreement, Business Days shall mean Monday through Friday but shall exclude state and federal holidays. 19.3 Waiver. Neither the failure of a party to insist upon a strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective 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. 19.4 Construction of Agreement. 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. 19.5 Severability. If any part of this Agreement shall be declared unlawful or invalid, the remainder of the Agreement will continue to be binding upon the parties so long as the rights and obligations of the Parties contained in this Agreement are not materially prejudiced and the intentions of the Parties can continue to be achieved. To that end, this Agreement is declared severable.. The provisions of this Section shall apply to any amendment of this Agreement. 19.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by CRA and SELLER shall control all printed provisions in conflict therewith. 19.7 Waiver of Jury Trial. As an inducement to PURCHASER agreeing to enter into this Agreement, PURCHASER and SELLER hereby waive trial by jury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoever arising out of or in any way connected with this Agreement. 19.8 Attorneys Fees and Costs. Should it be necessary to bring an action to those at the appellate level, shall be awarded to the prevailing party. 19.9 Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the CRA and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. 19.10 Recording. This Agreement may be recorded in the Public Records of Palm Beach County, Florida. 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 10 of 28 19.12 and Costs. SELLER acknowledges and agrees SELLER in connection with the transaction contemplated by this Agreement. 19.13 Public Records. SELLER is public agency subject to Chapter 119, Florida Statutes. The PURCHASER Specifically, the PURCHASER shall: a.Keep and maintain public records that ordinarily and necessarily would be required by the SELLER in order to perform the service; b. Provide the public with access to such public records on the same terms and conditions that the SELLER would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; c.Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and d. Meet all requirements for retaining public records and transfer to the SELLER, at no cost, all public records in possession of the PURCHASER upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the SELLER in a format that is compatible with the information technology systems of the SELLER. IF PURCHASER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561) 737-3256; 710 North Federal Highway, Boynton Beach, FL 33435; or BoyntonBeachCRA@bbfl.us. 19.14 Right of First Refusal. a. Seller a right of first refusal to purchase the Property pursuant to the terms and conditions set forth in this Section 19.14 as follows: (i) If Purchaser receives an offer to purchase the Property as part of a separate and isolated transaction and not as part of an offer to purchase the Property in conjunction with any other Property owned by Purchaser or an affiliate of Purchaser, pursuant to a written contract or letter of intent, Purchaser shall give Seller notice of the offer by delivering a copy of the contract or letter of intent to 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 11 of 28 (ii) Within ten (10) days of receipt of the Notice, Seller shall either waive or exercise its right of first refusal. If Seller elects to exercise its right of first refusal, Seller shall, within ten (10) days after receipt of the Notice, deliver to Purchaser an agreement to purchase the Property for ten (10) dollars and an amount equal to the cost of any improvements made to the Property by developer Purchaser and upon receipt by the Purchaser of the foregoing from the Seller, Purchaser and Seller shall enter into a Purchase and Sale Agreement. (ii) If Seller fails to exercise or waive its right of first refusal in accordance with the terms and conditions stated herein, within ten (10) days after receipt of the Notice, b. This Right of First Refusal shall terminate upon the issuance of a certificate of occupancy, certificate of completion or other equivalent certification for the Development Project issued by the applicable governmental authority for improvements made to the Property ). Upon a Termination Event, this Right of First Refusal shall terminate and have no further force or effect. c. This Right of First Refusal shall only apply to an offer to purchase the Property as a separate and isolated transaction and shall not apply to any offer received by Purchaser to purchase the Property in conjunction with any other Property owned by Purchaser or an affiliate of Purchaser. d. Additionally, this Right of First Refusal shall not apply to: (i) a sale or transfer by any bank, life insurance company, federal or state savings and loan association or real estate investment trust which acquires title to the Property as a result of owning a mortgage upon the Property or a portion of the Property and whether title is acquired by deed from the mortgagor or its successors in title or through foreclosure proceedings; (ii) a sale by any such institution which so acquires title; (iii) a sale or transfer of interests in the Property or to Purchaser to a partnership, joint venture or other business arrangement over which Purchaser shall retain management control or shall be a partner, member or joint venturer or other substantial interest holder; or (iv) any transfer of title to the Property or portion thereof at a duly advertised public sale with open bidding which is provided by law, such as but not limited to execute sale, foreclosure sale, judicial sale or tax sale. e. The provisions of this Section 19.14 shall survive closing and delivery of the deed of conveyance of the Property and notice of Selle public records of Palm Beach County, Florida pursuant to a Memorandum of Right of First 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 12 of 28 Refusal. The Memorandum and the rights under this paragraph shall terminate automatically and without further action upon a Termination Event. 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 13 of 28 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. BUYER SELLER OCEAN ONE BOYNTON, LLC BOYNTON BEACH COMMUNITY REDEVELOMENT AGENCY By: ______________________________ By: ___________________________________ Print Name: _______________ Print Name: Steven B. Grant Title: _______________ Title: Chair Date: ___________ Date: __________ Witnesses: ________________________ Witnesses: _____________________________ ________________________ _____________________________ Approved as to form and legal sufficiency: _________________________________ CRA Attorney 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 14 of 28 LEGAL DESCRIPTION LOTS 1 AND 2, EXCEPT THE EAST 25.00 FEET THEREOF AND EXCEPT THE WEST 25.00 FEET NORTHWEST QUARTER (N.W. 1/4) OF THE NORTHWEST QUARTER (N.W. 1/4) OF SECTION 27, TOWNSHIP 45 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 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 564, PAGE 180, 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, 1960 IN OFFICIAL RECORD BOOK 564, PAGE 180) LOTS 1 AND 2, AGREEMENT PLAT, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 10 AT PAGE 2 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA; BEING ALSO DESCRIBED AS LOTS 1 AND 2, FUNK BROS. ADDITION PER PLAT BOOK 2, PAGE 13; WHICH LIES WITHIN 50.00 FEET EASTERLY OF THE WEST LINE OF SECTION 27, TOWNSHIP 45 SOUTH, RANGE 43 EAST; AND 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 OF SAID LOT 1, A DISTANCE OF 37.28 FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF N.E. 2ND AVENUE AS NOW LAID OUT AND THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 89 LOT 1, A DISTANCE OF 254.12 FEET TO A POINT ON THE WEST RIGHT OF WAY LINE OF N.E. 6TH 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 15 of 28 RIGHT OF WAY LINE, A DISTANCE OF 54.89 FEET TO A POINT OF CURVATURE, CONCAVE TO THE NORTHWEST SA 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 THENCE RUN NORTH 89 DEGREE 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, SAID EAST RIGHT OF WAY LINE A DISTANCE OF 29.69 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 CHORD DISTANCE OF 17.16 FEET. 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 16 of 28 SPECIAL WARRANTY DEEDDEVELOPMENT PROJECT SITE PLAN 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 17 of 28 SPECIAL WARRANTY DEED 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 18 of 28 RECORD & RETURN TO; Gary S. Dunay, Esq. Dunay, Miskel and Backman, LLP th 14 SE 4 Street, #36 Boca Raton, FL 33432 Property Control No. _____________ SPECIAL WARRANTY DEED This Indenture, made this ____ day of __________________, _________ Between Boynton Beach Community Development Agency, a public agency created pursuant to Chapter 163, Part III of the Florida Statutes, having a mailing address of 710 N. Federal Highway, Boynton Beach, FL 33432, Grantor and _______________________________, a _____________________, having a mailing address of 1629 K Street, NW Suite 1200, Washington, DC 20006 , Grantee. WITNESSETH, that the Grantor for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration to Grantor in hand paid by Grantee, the receipt whereof is hereby acknowledged, has granted, bargained and sold to the said Grantee and ing described land, situate, lying and being in the County of Palm Beach, State of Florida , to wit: The Property conveyed herein is subject to the following restriction: The Property set forth on Exhishall be included with the adjacent property and together are hereinafter collectively ..Grantee has received approval from the City of Boynton Beach for the site plan, attached hereto as Exhibit and shall diligently and continuously undertake commercially reasonable efforts to obtain all necessary approvals for the Project from the City of Boynton Beach, Florida. Grantee shall commence construction for the development of the Project within twenty-four (24) months from the date of the closing associated with this Special Warranty Deed the Effective Date of the Tax Increment Revenue Funding Agreement attached hereto as Exhibit mean obtaining an official permit in hand for any of the construction activities contained herein and beginning to actually demolish, excavate or prepare the site for development of the applicable phase of the Project in accordance with the City Code and continuing until completion of construction of the Project or Phase of the Project as applicable in accordance with the Florida Building Code. 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 19 of 28 In the event Grantee fails to commence construction for the development of the Project as provided in the Purchase and Development Agreementfor above, Grantee shall be obligated to Property containing benches, walkways, landscaping, irrigation and lighting in accordance with the provisions of Exhibit EC. Notwithstanding the foregoing, if at any time thereafter, Grantee commences development construction of the Project in accordance with the site plan approved by the City of Boynton Beach, Grantee may abandon construction of, or demolish the construction of the Plaza in order to construct the Project. Once the Project has been substantially completed, this restriction shall terminate and be of no further force or effect. TOGETHER with all tenements, hereditaments and appurtenances thereto 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 Grantor is lawfully seized of said land in fee simple; that Grantor has good right and lawful authority to sell and convey said land; that Grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons claiming by, through or under Grantor. IN WITNESS WHEREOF, the Grantor has hereunto set his hand and seal the day and year first above written. Signed, sealed and delivered in the presence of: Boynton Beach Community Development Agency ______________________________ By:_________________________________ Witness #1 Signature Name: ______________________________ Title: Witness #1 Printed Name ______________________________ Witness #2 Signature ______________________________ Witness #2 Printed Name STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this ___ day of _________________, _____ by ____________________________, as 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 20 of 28 _______________________ of Boynton Beach Community Development Agency, who is ________________________________ Notary Public 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 21 of 28 SPECIAL WARRANTY DEED EE LEGAL DESCRIPTION OF PROPERTY LOTS 1 AND 2,EXCEPT THE EAST 25.00 FEET THEREOF AND EXCEPT THE WEST 25.00 FEET PROPERTY IN THE NORTHWEST QUARTER (N.W. 1/4) OF THE NORTHWEST QUARTER (N.W. 1/4) OF SECTION 27, TOWNSHIP 45 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 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 564, PAGE 180, 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, 1960 IN OFFICIAL RECORD BOOK 564, PAGE 180) LOTS 1 AND 2, AGREEMENT PLAT, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 10 AT PAGE 2 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA; BEING ALSO DESCRIBED AS LOTS 1 AND 2, FUNK BROS. ADDITION PER PLAT BOOK 2, PAGE 13; WHICH LIES WITHIN 50.00 FEET EASTERLY OF THE WEST LINE OF SECTION 27, TOWNSHIP 45 SOUTH, RANGE 43 EAST; AND 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 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 22 of 28 EAST ALONG THE NORTH LINE OF SAID LOT 1, A DISTANCE OF 37.28 FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF N.E. 2ND AVENUE AS NOW LAID OUT AND THE POINT RIGHT OF WAY LINE AND ALONG THE NORTH LINE OF LOT 1, A DISTANCE OF 254.12 FEET TO A POINT ON THE WEST RIGHT OF WAY LINE OF N.E. 6TH COURT AS NOW LAID OUT; DISTANCE OF 54.89 FEET TO A POINT OF CURVATURE, CONCAVE TO THE NORTHWEST SA 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 DISTANCE OF 50.34 FEET; THENCE RUN NORTH 89 DEGREE 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 WAY LINE A DISTANCE OF 29.69 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 AND A CHORD DISTANCE OF 17.16 FEET. 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 23 of 28 Book 1, at Page 37, of the Public Records of Palm Beach County, Florida, less and except the East 25 feet and less and except that part lying within 50 feet of the West line of Section 27, Township 45 South, Range 43 East, Palm Beach County, Florida, and further less and except that part lying within 45 feet of the center line of State Road 804 and also further less and except that part included in the external area of a 10 foot radius arc which is tangent to a line parallel to and 25 feet West of the East line of Lot 41 and to a line parallel to and 45 feet North of the center line of State Road 804; said lands situate, lying and being in Palm Beach County, Florida. Lots 3 through 6, inclusive, FUNK BROTHERS ADDITION, according to the Plat thereof, as recorded in Plat Book 2, atPage 13, of the Public Records of Palm Beach County, Florida, less and except the East 25 feet and the West 50 feet thereof, for Road Rights of Way; said lands situate, lying and being in Palm Beach County, Florida, in accordance with Agreement Plat (Plat Book 10, Page 2). 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 24 of 28 PROJECT SITE PLAN 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 25 of 28 TAX INCREMENT REVENUE FINANCE AGREEMENT 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 26 of 28 PUBLIC PLAZA 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 27 of 28 DC THE PLAZA DEVELOPMENT PLANTAX INCREMENT REVENUE FINANCE AGREEMENT 00824425-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 28 of 28 THE PLAZA DEVELOPMENT PLAN 00824425-1 OCEAN ONE PHASE I TAX INCREMENT REVENUE FUNDING AGREEMENT This Tax Increment Revenue Funding Agreement(hereinafter “Agreement”) entered into as of the _____ day of _______________, 2017, by and between: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, apublic agency created pursuant to Chapter 163, Part III of the Florida Statutes, (hereinafter referred to as “CRA”), with a business address of 710 North Federal Highway, Boynton Beach, Florida 33435, and OCEAN ONE BOYNTON, LLC, a Florida limited liability company, with a business address of c/o Washington Real Estate Partners, LLC, 9804 South Military Trail, Suite E-11, Boynton Beach, FL 33436 (hereinafter referred to as the “Developer”). RECITALS WHEREAS, Developer intends to construct the Project,consisting of two phases of development,the first of phase of which will include a minimum of 231 multi-family units with related amenities and approximately 8,575 square feet of commercial spaceas depicted in theSite Plan attached hereto as Exhibit “A,”,and the second phase of which will include a minimum of 118 multifamily units with related amenities, 6,000 square feet of commercial space, a 100 room hotel and a 350-space parking garage (hereinafter referred to as the “Project”), which is conceptually set forth on Exhibit “A,”hereto; and WHEREAS, the CRA has determined that the Project furthers the Boynton Beach Community Redevelopment Plan; and WHEREAS, Developer has the knowledge, ability, skill, and resources to effectuate the construction and development of the Project; and WHEREAS, the CRA has determined that a public-private partnership in which the CRA provides Tax Increment Revenue Funding forthe Project will further the goals and objectives of the Community Redevelopment Plan; NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, the sufficiency of which both Parties hereby acknowledge, the Parties Agree as follows: Section 1.Incorporation.The recitals above and all other information above are hereby incorporated herein as if fully set forth. Section 2.Definitions.As used in this Agreement, the following terms shall have the following meanings, which shall apply to words in both the singular and plural forms of such words: 00837587-1 1 2.1.“Base Year”mean the base year for determining Tax Increment Revenue from the Project. 2.2“Certificate of Occupancy” means the certificate issued by the City pursuant to the City of Boynton Beach Building and Zoning Code indicating that a building or structure complies withallapplicable City of Boynton Beach Building and Zoning Code requirements and that the same maybe used for the purposes stated therein. 2.3.“City” means the City of Boynton Beach, Florida. 2.4.“Commencement of Construction”or “Commence Construction”means obtaining an official permit in hand for any of the construction activities contained herein and beginning to actually demolish, excavate or prepare the site for development of the applicable phase of the Project in accordance with the City Code and continuing until completion of construction of the Project or Phase of the Project as applicable in accordance with the Florida Building Code. 2.5“Community Outreach Partner” means the for-profit or non-profit group or organization selected by Developer with whom Developer shall coordinate on the issues and obligations in this Agreement pertainingto employment of City residents and jobs for Locally Owned Small Businesses. 2.6“Contractor”means a general contractor, a subcontractoror any other business entering into a contract with the Developer related to the construction of the Project or part thereof. 2.7“Good Faith Effort”is considered to have been made when the respective parties have usedall reasonablemeans to comply with the associated directives and/or provisions set forth in this Agreement. 2.8“Grey Shell” means an unfinished interior,lacking heating, ventilating, air conditioning,lighting, plumbing, ceilings, elevators, interior walls, etc. and ready for tenant improvements. 2.9“Locally Owned Small Businesses”means any business that is wholly owned by individuals who reside in the City. If a business is owned by a corporation, then the corporation must be wholly owned by individuals who reside in the City. If the business is owned by a partnership or limited liability company, then at least 20% of its partners or members must reside in the City. 2.10“Minimum Living Wage” means Need definition 00837587-1 2 2.11“Nationally Recognized High Performance Green Building Rating System” means any one of the following: the Florida Green Building Coalition (FGBC) Standards, the Green Building Initiative’s (GBI) Green Globe rating system, the United States Green Building Council (USGBC) Leadership in Energy and Environmental Design (LEED) Standards, or the National Association of Homebuilders (NAHB) National Green Building Standards (NGBS). 2.11“Pledged Project Increment Revenue” means an amount calculated by multiplying Tax Increment Revenue from the applicable phase of the Project byagreed upon percentage factoras provided for in this Agreement. 2.12“Property”means the property subject to this Agreement upon which the Project shall be developed as more particularly described in Exhibit “B,”hereto. NEED Sketch and Legal for Phase I Property 2.13“Phase I Property”means the portion of the Property upon which the Phase I Improvements shall be constructed as more particularly described in Exhibit “C,”hereto. 2.14“Phase II Property”means the portion of the Property upon which the Phase II Improvements shall be constructed as more particularly described in Exhibit “D,”hereto. 2.135Site Plan shall mean the approved Site Plan attached hereto as Exhibit “A,” approved by the City of Boynton Beach, file #_NWSP 16-002_________. Need Site Plan file No. and copy as Exhibit 2.145“Substantial Completion”means the point in construction of the applicable Phase of the ProjectPhase I Improvements, where the construction of all improvements for such phase is sufficiently complete so the owner may use or occupy such Phase of the Project for its intended purpose. Section 3.Developer’s Obligationsand Covenants. 3.1Construction ofthe Project.Developer agrees to Commence Construction of Phase I Improvementsthe Projectwithin two(2) years of the Effective Date of this Agreement. Developer agrees to Commence Construction of Phase II within twenty four (24) months of Substantial Completion of Phase I of the Project. 3.1.1Phase I of theTheProject shall conform to the Site Plan and shall include, at a minimum,the following, which shall cumulatively hereinafter be referred to as “Phase I Improvements:,”and which are conceptually set forth on Exhibit “E,”hereto: a.Developer shall construct a minimum of 231 multi-family residential units with related amenities. b.Developer shall construct a minimum of 8,575 square feet of commercial/retailspaceand: 00837587-1 3 1.25% of the commercial/retail space shall be occupied by commercial/retail tenants during thefirstand secondyearsof the Phase I Term as defined herein; 2.50% of the commercial/retail space shall be occupied by commercial/retail tenants duringthe third, fourth, fifth and sixth year of the Phase I Term as defined herein; and 3.70% of the commercial/retail space shall be occupied by the commercial/retail tenants during the seventh and eighth years of the Phase I Term as defined herein. b.4.. c.Developer shall construct Parking Improvements, conceptually depicted on Exhibit “CF,”hereto, consisting, at a minimum,of Fifty (50)publicparking NEED parking graphic spacesthat shall be restricted for public use and that shall not be available to the Phase I residential units. The Parking Improvementsmay consist of structured parking, surface parking, valet parking, mechanical parking, shared parking or any other means as allowed under local city ordinance. d.Construction of the multi-family residential units for the Phase Ithe Project shall be in compliance with a Nationally Recognized High Performance Green Building Rating System. e.Prior to and during the construction of Phase I of theProject, the Developer shall: Hire a job placement consultant during the construction period of this Agreement; Host a job fair; Give priority to Contractors that are Locally Owned Small Businesses to participate in the construction of Phase I of the Project; Include in all contracts with Contractorsrequirements that the Contractors useGood Faith Efforts to hire and train City residentsto participate in the construction of Phase I of the Project; Provide a list of job positions and descriptions to the Community Outreach Partnerand agree to give priority to qualified job applicants referred by the Community Outreach Partnerto participate in the construction of Phase I of the Project; UseGood FaithEfforts to offer permanent job positions resulting from Phase I of the Project to qualified City residents; 00837587-1 4 Coordinate job training and placement with Boynton Beach Community High School and South Tech Academyin Boynton Beach;and Pay or cause to be paidnew hiresin all permanent positions residing within the Citya minimum of the Living Wage. 3.1.2 Phase II of the Project shall include, at a minimum, the following, which shall cumulatively be referred to as “Phase II Improvements,” and which are conceptually set forth on Exhibit “G,”hereto: a.A minimum of a 100 room hotelunless some lesser number of hotel rooms is approved by the CRA; b.Developer shall construct a minimum of 118 multifamily units with related amenities; c.Developer shall construct a minimum 6,000 square feet of commercial space; d.Developer shall construct a 350-space parking garage, which shall include the construction, at a minimum, of fifty (50) publicparking spaces, that shall be restricted for public use and that shall not be available to the Phase I or Phase II residential units. The Parking Improvementsmay consist of structured parking, surface parking, valet parking, mechanical parking, shared parking or any other means as allowed under local city ordinance. Section 4. Annual Performance Report.Developer shall annually provide the CRA with an Annual Performance Report for each phase of the Project as applicable indicating the status of Developer’s compliance with the requirements of this Agreement each requirement for the applicable phase as set forth in Sections 3and 5of this Agreementand evidencing that Developer has paid all property taxesforthe applicable phase ofthe Propertyfor the preceding year. Such report must be submittedto the CRA no later than the last day of April for the preceding year in a form substantially in accordance with the form attached hereto as Exhibit “DH.” Section 5.Certification Requirements. 5.1As a condition precedent to its receipt of any Pledged Project Increment Revenue for the applicable phase of the Project as applicablepursuant to this Agreement: 5.1.1Developer must have taken all steps necessary to divide the Property into two separate parcels such that the Phase I Property and the Phase II Property have been assigned individual Parcel Control Numbers by the Palm Beach County Property 00837587-1 5 Appraiser and these Parcel Control Numbers have been placed on the Palm Beach County tax rolls and assigned taxable value prior to the Base Year for each Phase; and 5.1.2Developer must have timely provided its Annual Performance Report, which the CRA has acceptedand approved,providingfor one or both phases if applicable, certifying evidenceof compliance with the requirements of this Agreement for the applicable phaseas set forth below and evidencing that Developer has paid all property taxes for the preceding year;and 5.1.3The Annual Performance Report has been certified by the Developer and delivered to and accepted and approved by the CRA; and 5.1.3TheCRA has received TaxIncrement Revenues from the completed Phase I Improvements for the Phase I Term and if applicable, for the completed Phase II Improvements for the Phase II Term subsequent to the Base Yearfor each Phase’s term; and 5.1.5Developer shall not be entitled to any Pledged Project Increment Revenue payments if the Developer has failed to meetits obligations under this Agreement or is otherwisein default under the terms of this Agreement and has failed to sufficiently curethe default as provided for herein after appropriate notice of such default has been given. Thereis no obligation by the CRA to disburse the Direct Incentive Funding during any cure period or in the event the Developer is in default of this Agreement so long as, once adefault is cured, Developer shall continue to receive their Direct Incentive Funding for either Phaseof the Project up to the Pledged Project Increment Revenue and any time periods for performance hereunder shall be extended for the same period of time needed to cure the default. 5.2Phase I Certification. 5.2.1Developer shall certify in its Annual Performance Report that it has met its obligation under Section 3.1.1a. and 3.1.1.b. of this Agreement by providing a Certificate of Occupancy for all residential components of the Phase I Improvements and Certificate of Completion for all nonresidential components of the Phase I Improvements from the City of Boynton Beach indicating the 100 percent completion of all Phase I Improvements and demonstrating that the taxable value of all Phase I improvements have been placed on the Palm Beach County tax rolls for the Phase I Property. 5.2.2Developer shall certify in its Annual Performance Report that it has met its obligation under Section 3.1.1.c of this Agreement by demonstrating that it has constructed Parking Improvements consisting of a minimum of fifty (50) public parking spacesand by documenting signage and other means by which these spaces are clearly reserved for use by the public and excluded from use by Phase I residential units. 00837587-1 6 5.2.3Developer shall confirm in its Annual Performance Report that it has met its obligation under Section 3.1.1.d of this Agreement by providing Certificationverifying compliance with a Nationally Recognized High Performance Green Building Rating System. 5.2.4Developer shall certify in its Annual Performance Report that it has met its obligation under Section 3.1.1.e of this Agreement by: a)Demonstrating that it hired and utilized the services of a job placement consultant and by reporting the job placement consultant’s activities during construction of Phase I of the Project; b)Demonstrating that it held a job fair; and c)Requiring all Contractors covered by the terms of this Agreement to provide annual copies of its records, reports or any other information necessary to monitor compliance with the provisions of Section 3.1.1e of this Agreementand require all Contractorsto submit annual payrolls to the Developer that include the following information pertaining to all Locally Owned Small Business hired to work on or for Phase I of the Project: name, addressand the number of hours worked for the period, untilaCertificateof Occupancyis issued for at least 90% of the residential units of Phase I of the Project. 5.3Phase II Certification. 5.3.1Developer shall certify in its Annual Performance Report that it has met its obligation under Section 3.1.2.a, 3.1.2.b, and 3.1.3.c of this Agreement by providing Certificates of Occupancy for the hotel and residential components of the Phase II Improvements and Certificates of Completion for the nonresidential components of Phase II Improvements from the City of Boynton Beach indicating the 100 percent completion of all Phase II Improvements and demonstrating that the taxable value of all Phase II improvements have been placed on the Palm Beach County tax rolls for the Phase II Property. 5.3.2.Developer shall certify in its Annual Performance Report that it has met its obligation under Section 3.1.2d of this Agreement demonstrating that it has constructed Parking Improvements consisting of a minimum of fifty (50) publicparking spacesand by by documenting signage and other means by which these spaces are clearly reserved for use by the publicand excluded from use by Phase I residential units. Section 6.Pledged Project Increment Revenue. 6.1Formula and Term. 00837587-1 7 6.1.1The amount of the Pledged Project Increment Revenue to be paid Developer pursuant to this Agreement is based on the following formula (see Exhibit “EI”for an example): NEED example a.Developer shall receive Pledged Project Increment Revenue for Phase I Improvements for a term of eight (8) consecutive years, beginning the year Developer reasonablydemonstrates it has met all conditions precedent to receiving Pledged Project Increment Revenue as provided in Sections 3, 4, and 5 of this Agreement for Phase Ithe Projectanduponfinal certification of tax assessments within the CRA District by the Palm Beach County Property Appraiser for the preceding year(hereinafter the “Phase I Term”).The amount of Pledged Project Increment Revenue due to Developer during the Phase I Term shall be determined pursuant to the following formula: For Years 1 –7of the Phase I Term, Developer shall receive Seventy-five percent (75%) of the Pledged Project Increment Revenues actually received by the CRA;and For Year 8of the Phase I Term, Developer shall receiveFifty percent (50%) of the Pledged Project Increment Revenuesactually received by the CRA. b.Developer shall receive Pledged Project Increment Revenue for Phase II Improvements for a term of eight (8) consecutive years, beginning the year Developer reasonablydemonstrates it has met all conditions precedent to CRA Staff does not agree with this revision receiving Pledged Project Increment Revenue as provided in Sections 3, 4, and 5 of this Agreement for Phase II anduponfinal certification of tax assessments within the CRA District by the Palm Beach County Property Appraiser for the preceding year(hereinafter the “Phase II Term”). The amount of Pledged Project Increment Revenue due to Developer during the Phase II Term shall be determined pursuant to the following formula: For Years 1 –7of the Phase II Term, Developer shall receive Seventy-five percent (75%) of the Pledged Project Increment Revenues actually received by the CRA;and For Year 8of the Phase II Term, Developer shall receiveFifty percent (50%) of the Pledged Project Increment Revenuesactually received by the CRA. c.b.The Base Year for determining Tax Increment Revenue from the Projectshall be as follows: 00837587-1 8 For the Phase I Term, the year prior to commencement of construction of Phase I Improvements on the Phase I Property. For Phase II, the year prior to commencement of construction of Phase II Improvements on the Phase II Property. 6.2No Prior Pledge of Pledged Project Increment Revenues.The CRA warrants and represents that the Pledged Project Increment Revenues are not the subject of any prior pledge by the CRA and agrees that such revenues shall not be assigned, pledged, hypothecated or secured by the CRA for the period covered by term of this Agreement. 6.3 Form of Payment. Payment ofshall be in the form of a CRAcheck made payable to the Developer. No payment made under this Agreement shall be conclusive evidence of the performance of this Agreement by Developer, either wholly or in part, and no payment shall be construed to relieve Developerof obligations under this Agreementor tobe an acceptance of faulty or incomplete rendition of Developer’s obligations under this Agreement. Section 7.Notice and Contact.Any notice or other document required or allowed to be given pursuant to this Agreement shall be in writing and shall be delivered personally, or by recognized overnight courier or sent by certified mail, postage prepaid, return receipt requested. The use of electronic communication is not considered as providing proper Notice pursuant to this Agreement. If to CRA, such notice shall be addressed to: Michael Simon, Interim Executive Director Boynton Beach Community Redevelopment Agency 710 North Federal Highway, Boynton Beach, Florida 33435 With a copy to: Tara W. Duhy, Esq. Lewis, Longman & Walker, P.A. 515 North Flagler Drive Suite 1500 West Palm Beach, Florida 33401 If to Developer, such notice shall be addressed to: Mr. Michael Ross Ocean One Boynton, LLC c/o Gulfstream Property Management 9804 South Military Trial 00837587-1 9 Suite E-11 Boynton Beach, FL 33436 Mr. William Morris Southcoast Advisors, LLC 777 E. Atlantic Avenue Suite 100 Delray Beach, FL 33483 F. Davis Camalier Washington Real Estate Partners 1629 K Street N.W. Suite 1200 Washington, DC 20006 With a copy to: Bonnie Miskel, Esq. Gary S. Dunay, Esq. Dunay, Miskel and Backman, LLP th 14 SE 4Street Suite 36 Boca Raton, FL 33432 Section 8.Default.The failure of Developer to comply with the provisions set forth in this Agreement shall constitute a default and breach of this Agreement.If Developer fails to cure the default within thirty (30) days of notice from the CRA, the CRA may terminate this Agreement and all obligations for payment of Pledged Project Increment Revenue to Developer shall cease. Section 9.Termination.Unless earlier terminated pursuant to the terms herein, this Agreement shall automatically terminate upon the last disbursement of Pledged Project Increment Revenue to Developerfor the Project, or within two (2) years of the Effective Date if the Developer has failed to commence construction for of the Phase IImprovements.Either Party may elect to terminate this Agreement related to a phase or both as the case may be by providing 45 days written notice to the other Party upon one or more of the following occurrences: a.The default of either Party, if such default is not cured within the time prescribed by this Agreement; b.The Parties enter into a mutually agreed upon, written Addendum, the effect of which is to terminate this Agreement. Section 10.Miscellaneous Provisions. 00837587-1 10 10.1Waiver. The CRA shall not be responsible for any property damages or personal injury sustained by Developer from any cause whatsoever related to the development of the Project, whether such damage or injury occurs before, during, or after the construction of the Project or the term of this Agreement. Developer hereby forever waives, discharges, and releases the CRA, its agents, and its employees, to the fullest extent the law allows, from any liability for any damage or injury sustained by Developer. This waiver,discharge, and release specifically include negligence by the CRA, its agents, or its employees, to the fullest extent the law allows. 10.2Indemnification. Developer shall indemnify, save, and hold harmless the CRA, its agents, and its employees from any liability, claim, demand, suit, loss, cost, expense or damage which may be asserted, claimed, or recovered against or from the CRA, its agents, or its employees, by reason of any property damages or personal injury, including death, sustained by any person whomsoever, which damage is incidental to, occurs as a result of, arises out of, or is otherwise related to the negligent or wrongful conduct or the faulty equipment (including equipment installation and removal) of Developer. Nothing in this Agreement shall be deemed to affect the rights, privileges, and sovereign immunities of the CRA as set forth in Section 768.28, Florida Statutes. This paragraph shall not be construed to require Developerto indemnify the CRAfor its own negligence, or intentional acts of the CRA, its agents or employees. Each party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers, employees and agents. 10.3Assignment.This Agreement may only be assigned by the Developer to record ownersof the applicable phaseof the Property with the prior written consent of the CRA, which consent shall not be unreasonably withheld, provided, however, that any assignee heretoshall specifically assume all of the obligations of the Developer under this Agreement. 10.4Successors and Assigns.The CRA and Developer each binds itself and its partners, successors, executors, administrators and assigns to the other party and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Agreement.Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the CRA, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the CRA and the Developer. 10.5No Discrimination. Developer shall not discriminate against any person on the basis of race, color, religion, ancestry, national origin, age, sex, marital status, sexual orientation or disability for any reason in its hiring or contracting practices associated with this Agreement. 10.6No Partnership, Etc. Developer agrees nothing contained in this Agreement shall be deemed or construed as creating a partnership, joint venture,or employee relationship. It is specifically understood that Developer is an independent contractor and that no employer/employee or principal/agent is or shall be created nor shall exist by reason of this Agreement or the performance under this Agreement. 10.7Public Records: The CRA is a public agency subject to Chapter 119, Florida Statutes. Developer shall comply with Florida’s Public Records Law. Specifically, the Developer shall: 00837587-1 11 a.Keep and maintain public records required by the CRA to perform the public services provided for in this Agreement; b.Upon request from the CRA’s custodian of public records, provide the CRAwith a copy of the requested records or allow the records to be inspectedor copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. c.Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if Developer does not transfer the records to the CRA. d.Upon completion of the contract, transfer, at no cost, to the CRA all public recordsin possession of Developer or keep and maintain public records required by the CRA to perform the service. If Developer transfers all public records to the public agency upon completion of the contract, Developer shall destroy any duplicate public recordsthat are exempt or confidential and exempt from public records disclosure requirements. If Developer keeps and maintains public records upon completion of the contract, Developer shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CRA, upon request from the CRA’s custodian of public records, in a format that is compatible with the information technology systems of the CRA. IFDEVELOPERHAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO DEVELOPER’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT(561)737-3256; 710 North Federal Highway, Boynton Beach, Florida 33435; or BoyntonBeachCRA@bbfl.us. 10.8Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing andthen only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein, are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 10.9Counterparts and Transmission. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The executed signature page(s) from each original may be joined together and attached to one such original and it shall constitute one and the same instrument. In addition, said counterparts may be 00837587-1 12 transmitted electronically (i.e., via facsimile or .pdf format document sent via electronic mail), which transmitted document shall be deemed an original document for all purposes hereunder. 10.10Agreement Deemed to be Drafted Jointly. This Agreement shall be deemed to be drafted jointly and shall not be construed more or less favorably towards any of the parties by virtue of the fact that one party or its attorney drafted all or any part thereof. Any ambiguity found to exist shall be resolved by construing the terms of this Agreement fairly and reasonably in accordance with the purpose of this Agreement. 10.11Governing Law, Jurisdiction, and Venue. The terms and provisions of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida and the United States of America, without regard to conflict of law principles. Venue and jurisdiction shall be Palm Beach County, Florida, for all purposes, to which the Parties expressly agree and submit. 10.12Independent Advice. The Parties declare that the terms of this Agreement have been read and are fully understood. The Parties understand that this is a binding legal document, and each Party is advised to seek independent legal advice in connection with the matters referenced herein. 10.13Severability. If any part of this Agreement is foundinvalid or unenforceable by any court, such invalidity or unenforceability shall not affect the other parts of the Agreement if the rights and obligations of the Parties contained herein are not materially prejudiced and if the intentions of the Parties can continue to be achieved. To that end, this Agreement is declared severable. 10.14Voluntary Waiver of Provisions. The CRA may, in its sole and absolute discretion, waive any requirement of Developer contained in this Agreement. 10.15Compliance with Laws.In its performance under this Agreement, Developer shall comply with all applicable federal and state laws and regulations and all applicable Palm Beach County, City of Boynton Beach, and CRA ordinances and regulations. 10.16Effective Date.This Agreement will become effective upon the date and time the last party executes this Agreement. 10.17Survival. The provisions of this Agreement regarding public records, indemnity, and waivershall survive the expiration or termination of this Agreement and remain in full force and effect. IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first above written. 00837587-1 13 WITNESSESOCEAN ONE BOYNTON, LLC a Florida limited liability company ______________________________By:________________________________ Print Name: ____________________Print Name: ________________________ Title: ______________________________ ______________________________ Print Name: ____________________ STATE OF FLORIDA) )SS: COUNTY OF_______________) BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared ______________________________ as _____________________ of OCEAN ONE BOYNTON, LLC, and acknowledged under oath that he/she has executed the foregoing Agreement as the proper official of OCEAN ONE BOYNTON, LLC, for the use and purposes mentioned herein and that the instrument is the act and deed of OCEAN ONEBOYNTON BEACH, LLC. He/she is personally known to me or has produced _____________________________as identification. IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State and County aforesaid on this ____ day of ______________, 2017. __________________________________________ My Commission Expires:Notary Public, State of Florida at Large \[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK\] \[CRASIGNATURE ON FOLLOWING PAGE\] 00837587-1 14 WITNESSESBOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY ______________________________By: _______________________________ Print Name: ____________________Steven Grant, CRA Board Chair ______________________________ Print Name: ____________________ STATE OF FLORIDA) )SS: COUNTY OF PALM BEACH) BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared Steven Grant as Board Chairof BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, and acknowledged under oath that he/she has executed the foregoing Agreement as the proper official of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, for the use and purposes mentioned herein and that the instrument is the act and deed of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY. He/she is personally known tome or has produced _____________________________as identification. IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State and County aforesaid on this ____ day of ______________, 2017. __________________________________________ My Commission Expires:Notary Public, State of Florida at Large 00837587-1 15 00837587-1 16 00837587-1 17 OCEAN ONE PHASE II TAX INCREMENT REVENUE FUNDING AGREEMENT This Tax Increment Revenue Funding Agreement(hereinafter “Agreement”) entered into as of the _____ day of _______________, 2017, by and between: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, apublic agency created pursuant to Chapter 163, Part III of the Florida Statutes, (hereinafter referred to as “CRA”), with a business address of 710 North Federal Highway, Boynton Beach, Florida 33435, and OCEAN ONE BOYNTON, LLC, a Florida limited liability company, with a business address of c/o Washington Real Estate Partners, LLC, 9804 South Military Trail, Suite E-11, Boynton Beach, FL 33436 (hereinafter referred to as the “Developer”). RECITALS WHEREAS, Developer intends to construct the Project,consisting of two phases of development,the first of phase of which will include a minimum of 231 multi-family units with related amenities and approximately 8,575 square feet of commercial spaceas depicted in theSite Plan attached hereto as Exhibit “A,”,and the second phase of which will include a minimum of 118 multifamily units with related amenities, 6,000 square feet of commercial space, a 100 room hotel and a 350-space parking garage (hereinafter referred to as the “Project”), which is conceptually set forth on Exhibit “A,”hereto; and WHEREAS, the CRA has determined that the Project furthers the Boynton Beach Community Redevelopment Plan; and WHEREAS, Developer has the knowledge, ability, skill, and resources to effectuate the construction and development of the Project; and WHEREAS, the CRA has determined that a public-private partnership in which the CRA provides Tax Increment Revenue Funding forthe Project will further the goals and objectives of the Community Redevelopment Plan; NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, the sufficiency of which both Parties hereby acknowledge, the Parties Agree as follows: Section 1.Incorporation.The recitals above and all other information above are hereby incorporated herein as if fully set forth. Section 2.Definitions.As used in this Agreement, the following terms shall have the following meanings, which shall apply to words in both the singular and plural forms of such words: 00837587-1 1 2.1.“Base Year”mean the base year for determining Tax Increment Revenue from the Project. 2.2“Certificate of Occupancy” means the certificate issued by the City pursuant to the City of Boynton Beach Building and Zoning Code indicating that a building or structure complies withallapplicable City of Boynton Beach Building and Zoning Code requirements and that the same may be used for the purposes stated therein. 2.3.“City” means the City of Boynton Beach, Florida. 2.4.“Commencement of Construction”or “Commence Construction”means obtaining an official permit in hand for any of the construction activities contained herein and beginning to actually demolish, excavate or prepare the site for development of the applicable phase of the Project in accordance with the City Code and continuing until completion of construction of the Project or Phase of the Project as applicable in accordance with the Florida Building Code. 2.5“Community Outreach Partner” means the for-profit or non-profit group or organization selected by Developer with whom Developer shall coordinate on the issues and obligations in this Agreement pertaining to employment of City residents and jobs for Locally Owned Small Businesses. 2.6“Contractor”means a general contractor, a subcontractoror any other business entering into a contract with the Developer related to the construction of the Project or part thereof. 2.7“Good Faith Effort”is considered to have been made when the respective parties have usedall reasonablemeans to comply with the associated directives and/or provisions set forth in this Agreement. 2.8“Grey Shell” means an unfinished interior,lacking heating, ventilating, air conditioning,lighting, plumbing, ceilings, elevators, interior walls, etc. and ready for tenant improvements. 2.9“Locally Owned Small Businesses”means any business that is wholly owned by individuals who reside in the City. If a business is owned by a corporation, then the corporation must be wholly owned by individuals who reside in the City. If the business is owned by a partnership or limited liability company, then at least 20% of its partners or members must reside in the City. 2.10“Minimum Living Wage” means Need definition 00837587-1 2 2.11“Nationally Recognized High Performance Green Building Rating System” means any one of the following: the Florida Green Building Coalition (FGBC) Standards, the Green Building Initiative’s (GBI) Green Globe rating system, the United States Green Building Council (USGBC) Leadership in Energy and Environmental Design (LEED) Standards, or the National Association of Homebuilders (NAHB) National Green Building Standards (NGBS). 2.11“Pledged Project Increment Revenue” means an amount calculated by multiplying Tax Increment Revenue from the applicable phase of the Project byagreed upon percentage factoras provided for in this Agreement. 2.12“Property”means the property subject to this Agreement upon which the Project shall be developed as more particularly described in Exhibit “B,”hereto. NEED Sketch and Legal for Phase I Property 2.13“Phase I Property”means the portion of the Property upon which the Phase I Improvements shall be constructed as more particularly described in Exhibit “C,”hereto. 2.14“Phase II Property”means the portion of the Property upon which the Phase II Improvements shall be constructed as more particularly described in Exhibit “D,”hereto. 2.135Site Plan shall mean the approved Site Plan attached hereto as Exhibit “A,” approved by the City of Boynton Beach, file #__________. Need Site Plan file No. and copy as Exhibit 2.145“Substantial Completion”means the point in construction of the applicable Phase of the ProjectPhase I Improvements, where the construction of all improvements for such phase is sufficiently complete so the owner may use or occupy such Phase of the Project for its intended purpose. Section 3.Developer’s Obligationsand Covenants. 3.1Construction of the Project.Developer agrees to Commence Construction of Phase I Improvementsthe Projectwithin two(2) years of the Effective Date of this Agreement. Developer agrees to Commence Construction of Phase II within twenty four (24) months of Substantial Completion of Phase I of the Project. 3.1.1Phase I of theTheProject shall conform to the Site Plan and shall include, at a minimum,the following, which shall cumulatively hereinafter be referred to as “Phase I Improvements:,”and which are conceptually set forth on Exhibit “E,”hereto: a.Developer shall construct a minimum of 231 multi-family residential units with related amenities. b.Developer shall construct a minimum of 8,575 square feet of commercial/retailspaceand: 00837587-1 3 1.25% of the commercial/retail space shall be occupied by commercial/retail tenants during thefirstand secondyearsof the Phase I Term as defined herein; 2.50% of the commercial/retail space shall be occupied by commercial/retail tenants duringthe third, fourth, fifth and sixth year of the Phase I Term as defined herein; and 3.70% of the commercial/retail space shall be occupied by the commercial/retail tenants during the seventh and eighth years of the Phase I Term as defined herein. b.4.. c.Developer shall construct Parking Improvements, conceptually depicted on Exhibit “CF,”hereto, consisting, at a minimum,of Fifty (50)publicparking NEED parking graphic spacesthat shall be restricted for public use and that shall not be available to the Phase I residential units. The Parking Improvementsmay consist of structured parking, surface parking, valet parking, mechanical parking, shared parking or any other means as allowed under local city ordinance. d.Construction of the multi-family residential units for the Phase Ithe Project shall be in compliance with a Nationally Recognized High Performance Green Building Rating System. e.Prior to and during the construction of Phase I of theProject, the Developer shall: Hire a job placement consultant during the construction period of this Agreement; Host a job fair; Give priority to Contractors that are Locally Owned Small Businesses to participate in the construction of Phase I of the Project; Include in all contracts with Contractorsrequirements that the Contractors useGood Faith Efforts to hire and train City residentsto participate in the construction of Phase I of the Project; Provide a list of job positions and descriptions to the Community Outreach Partnerand agree to give priority to qualified job applicants referred by the Community Outreach Partnerto participate in the construction of Phase I of the Project; UseGood FaithEfforts to offer permanent job positions resulting from Phase I of the Project to qualified City residents; 00837587-1 4 Coordinate job training and placement with Boynton Beach Community High School and South Tech Academyin Boynton Beach;and Pay or cause to be paidnew hiresin all permanent positions residing within the Citya minimum of the Living Wage. 3.1.2 Phase II of the Project shall include, at a minimum, the following, which shall cumulatively be referred to as “Phase II Improvements,” and which are conceptually set forth on Exhibit “G,”hereto: a.A minimum of a 100 room hotelunless some lesser number of hotel rooms is approved by the CRA; b.Developer shall construct a minimum of 118 multifamily units with related amenities; c.Developer shall construct a minimum 6,000 square feet of commercial space; d.Developer shall construct a 350-space parking garage, which shall include the construction, at a minimum, of fifty (50) publicparking spaces, that shall be restricted for public use and that shall not be available to the Phase I or Phase II residential units. The Parking Improvementsmay consist of structured parking, surface parking, valet parking, mechanical parking, shared parking or any other means as allowed under local city ordinance. Section 4. Annual Performance Report.Developer shall annually provide the CRA with an Annual Performance Report for each phase of the Project as applicable indicating the status of Developer’s compliance with the requirements of this Agreement each requirement for the applicable phase as set forth in Sections 3and 5of this Agreementand evidencing that Developer has paid all property taxesforthe applicable phase ofthe Propertyfor the preceding year. Such report must be submitted to the CRA no later than the last day of April for the preceding year in a form substantially in accordance with the form attached hereto as Exhibit “DH.” Section 5.Certification Requirements. 5.1As a condition precedent to its receipt of any Pledged Project Increment Revenue for the applicable phase of the Project as applicablepursuant to this Agreement: 5.1.1Developer must have taken all steps necessary to divide the Property into two separate parcels such that the Phase I Property and the Phase II Property have been assigned individual Parcel Control Numbers by the Palm Beach County Property 00837587-1 5 Appraiser and these Parcel Control Numbers have been placed on the Palm Beach County tax rolls and assigned taxable value prior to the Base Year for each Phase; and 5.1.2Developer must have timely provided its Annual Performance Report, which the CRA has acceptedand approved,providingfor one or both phases if applicable, certifying evidenceof compliance with the requirements of this Agreement for the applicable phaseas set forth below and evidencing that Developer has paid all property taxes for the preceding year;and 5.1.3The Annual Performance Report has been certified by the Developer and delivered to and accepted and approved by the CRA; and 5.1.3TheCRA has received TaxIncrement Revenues from the completed Phase I Improvements for the Phase I Term and if applicable, for the completed Phase II Improvements for the Phase II Term subsequent to the Base Yearfor each Phase’s term; and 5.1.5Developer shall not be entitled to any Pledged Project Increment Revenue payments if the Developer has failed to meetits obligations under this Agreement or is otherwisein default under the terms of this Agreement and has failed to sufficiently cure the default as provided for herein after appropriate notice of such default has been given. Thereis no obligation by the CRA to disburse the Direct Incentive Funding during any cure period or in the event the Developer is in default of this Agreement so long as, once adefault is cured, Developer shall continue to receive their Direct Incentive Funding for either Phaseof the Project up to the Pledged Project Increment Revenue and any time periods for performance hereunder shall be extended for the same period of time needed to cure the default. 5.2Phase I Certification. 5.2.1Developer shall certify in its Annual Performance Report that it has met its obligation under Section 3.1.1a. and 3.1.1.b. of this Agreement by providing a Certificate of Occupancy for all residential components of the Phase I Improvements and Certificate of Completion for all nonresidential components of the Phase I Improvements from the City of Boynton Beach indicating the 100 percent completion of all Phase I Improvements and demonstrating that the taxable value of all Phase I improvements have been placed on the Palm Beach County tax rolls for the Phase I Property. 5.2.2Developer shall certify in its Annual Performance Report that it has met its obligation under Section 3.1.1.c of this Agreement by demonstrating that it has constructed Parking Improvements consisting of a minimum of fifty (50) public parking spacesand by documenting signage and other means by which these spaces are clearly reserved for use by the public and excluded from use by Phase I residential units. 00837587-1 6 5.2.3Developer shall confirm in its Annual Performance Report that it has met its obligation under Section 3.1.1.d of this Agreement by providing Certificationverifying compliance with a Nationally Recognized High Performance Green Building Rating System. 5.2.4Developer shall certify in its Annual Performance Report that it has met its obligation under Section 3.1.1.e of this Agreement by: a)Demonstrating that it hired and utilized the services of a job placement consultant and by reporting the job placement consultant’s activities during construction of Phase I of the Project; b)Demonstrating that it held a job fair; and c)Requiring all Contractors covered by the terms of this Agreement to provide annual copies of its records, reports or any other information necessary to monitor compliance with the provisions of Section 3.1.1e of this Agreementand require all Contractorsto submit annual payrolls to the Developer that include the following information pertaining to all Locally Owned Small Business hired to workon or for Phase I of the Project: name, addressand the number of hours worked for the period, untilaCertificateof Occupancyis issued for at least 90% of the residential units of Phase I of the Project. 5.3Phase II Certification. 5.3.1Developer shall certify in its Annual Performance Report that it has met its obligation under Section 3.1.2.a, 3.1.2.b, and 3.1.3.c of this Agreement by providing Certificates of Occupancy for the hotel and residential components of the Phase II Improvements and Certificates of Completion for the nonresidential components of Phase II Improvements from the City of Boynton Beach indicating the 100 percent completion of all Phase II Improvements and demonstrating that the taxable value of all Phase II improvements have been placed on the Palm Beach County tax rolls for the Phase II Property. 5.3.2.Developer shall certify in its Annual Performance Report that it has met its obligation under Section 3.1.2d of this Agreement demonstrating that it has constructed Parking Improvements consisting of a minimum of fifty (50) publicparking spacesand by by documenting signage and other means by which these spaces are clearly reserved for use by the publicand excluded from use by Phase I residential units. Section 6.Pledged Project Increment Revenue. 6.1Formula and Term. 00837587-1 7 6.1.1The amount of the Pledged Project Increment Revenue to be paid Developer pursuant to this Agreement is based on the following formula (see Exhibit “EI”for an example): NEED example a.Developer shall receive Pledged Project Increment Revenue for Phase I Improvements for a term of eight (8) consecutive years, beginning the year Developer reasonablydemonstrates it has met all conditions precedent to receiving Pledged Project Increment Revenue as provided in Sections 3, 4, and 5 of this Agreement for Phase Ithe Projectanduponfinal certification of tax assessments within the CRA District by the Palm Beach County Property Appraiser for the preceding year(hereinafter the “Phase I Term”). The amount of Pledged Project Increment Revenue due to Developer during the Phase I Term shall be determined pursuant to the following formula: For Years 1 –7of the Phase I Term, Developer shall receive Seventy-five percent (75%) of the Pledged Project Increment Revenues actually received by the CRA;and For Year 8of the Phase I Term, Developer shall receiveFifty percent (50%) of the Pledged Project Increment Revenuesactually received by the CRA. b.Developer shall receive Pledged Project Increment Revenue for Phase II Improvements for a term of eight (8) consecutive years, beginning the year Developer reasonablydemonstrates it has met all conditions precedent to CRA Staff does not agree with this revision receiving Pledged Project Increment Revenue as provided in Sections 3, 4, and 5 of this Agreement for Phase II anduponfinal certification of tax assessments within the CRA District by the Palm Beach County Property Appraiser for the preceding year(hereinafter the “Phase II Term”). The amount of Pledged Project Increment Revenue due to Developer during the Phase II Term shall be determined pursuant to the following formula: For Years 1 –7of the Phase II Term, Developer shall receive Seventy-five percent (75%) of the Pledged Project Increment Revenuesactually received by the CRA;and For Year 8of the Phase II Term, Developer shall receiveFifty percent (50%) of the Pledged Project Increment Revenuesactually received by the CRA. c.b.The Base Year for determining Tax Increment Revenue from the Projectshall be as follows: 00837587-1 8 For the Phase I Term, the year prior to commencement of construction of Phase I Improvements on the Phase I Property. For Phase II, the year prior to commencement of construction of Phase II Improvements on the Phase II Property. 6.2No Prior Pledge of Pledged Project Increment Revenues.The CRA warrants and represents that the Pledged Project Increment Revenues are not the subject of any prior pledge by the CRA and agrees that such revenues shall not be assigned, pledged, hypothecated or secured by the CRA for the period covered by term of this Agreement. 6.3 Form of Payment. Payment ofshall be in the form of a CRAcheck made payable to the Developer. No payment made under this Agreement shall be conclusive evidence of the performance of this Agreement by Developer, either wholly or in part, and no payment shall be construed to relieve Developerof obligations under this Agreementor tobe an acceptance of faulty or incomplete rendition of Developer’s obligations under this Agreement. Section 7.Notice and Contact.Any notice or other document required or allowed to be given pursuant to this Agreement shall be in writing and shall be delivered personally, or by recognized overnight courier or sent by certified mail, postage prepaid, return receipt requested. The use of electronic communication is not considered as providing proper Notice pursuant to this Agreement. If to CRA, such notice shall be addressed to: Michael Simon, Interim Executive Director Boynton Beach Community Redevelopment Agency 710 North Federal Highway, Boynton Beach, Florida 33435 With a copy to: Tara W. Duhy, Esq. Lewis, Longman & Walker, P.A. 515 North Flagler Drive Suite 1500 West Palm Beach, Florida 33401 If to Developer, such notice shall be addressed to: Mr. Michael Ross Ocean One Boynton, LLC c/o Gulfstream Property Management 9804 South Military Trial 00837587-1 9 Suite E-11 Boynton Beach, FL 33436 Mr. William Morris Southcoast Advisors, LLC 777 E. Atlantic Avenue Suite 100 Delray Beach, FL 33483 F. Davis Camalier Washington Real Estate Partners 1629 K Street N.W. Suite 1200 Washington, DC 20006 With a copy to: Bonnie Miskel, Esq. Gary S. Dunay, Esq. Dunay, Miskel and Backman, LLP th 14 SE 4Street Suite 36 Boca Raton, FL 33432 Section 8.Default.The failure of Developer to comply with the provisions set forth in this Agreement shall constitute a default and breach of this Agreement.If Developer fails to cure the default within thirty (30) days of notice from the CRA, the CRA may terminate this Agreement and all obligations for payment of Pledged Project Increment Revenue to Developer shall cease. Section 9.Termination.Unless earlier terminated pursuant to the terms herein, this Agreement shall automatically terminate upon the last disbursement of Pledged Project Increment Revenue to Developerfor the Project, or within two (2) years of the Effective Date if the Developer has failed to commence construction for of the Phase IImprovements.Either Party may elect to terminate this Agreement related to a phase or both as the case may be by providing 45 days written notice to the other Party upon one or more of the following occurrences: a.The default of either Party, if such default is not cured within the time prescribed by this Agreement; b.The Parties enter into a mutually agreed upon, written Addendum, the effect of which is to terminate this Agreement. Section 10.Miscellaneous Provisions. 00837587-1 10 10.1Waiver. The CRA shall not be responsible for any property damages or personal injury sustained by Developer from any cause whatsoever related to the development of the Project, whether such damage or injury occurs before, during, or after the construction of the Project or the term of this Agreement. Developer hereby forever waives, discharges, and releases the CRA, its agents, and its employees, to the fullest extent the law allows, from any liability for any damage or injury sustainedby Developer. This waiver, discharge, and release specifically include negligence by the CRA, its agents, or its employees, to the fullest extent the law allows. 10.2Indemnification. Developer shall indemnify, save, and hold harmless the CRA, its agents, and its employees from any liability, claim, demand, suit, loss, cost, expense or damage which may be asserted, claimed, or recovered against or from the CRA, its agents, or its employees, by reason of any property damages or personal injury, including death, sustained by any person whomsoever, which damage is incidental to, occurs as a result of, arises out of, or is otherwise related to the negligent or wrongful conduct or the faulty equipment (including equipment installation and removal) of Developer. Nothing in this Agreement shall be deemed to affect the rights, privileges, and sovereign immunities of the CRA as set forth in Section 768.28, Florida Statutes. This paragraph shall not be construed to require Developerto indemnify the CRAfor its own negligence, or intentional acts of the CRA, its agents or employees. Each party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers, employees and agents. 10.3Assignment.This Agreement may only be assigned by the Developer to record ownersof the applicable phaseof the Property with the prior written consent of the CRA, which consent shall not be unreasonably withheld, provided, however, that any assignee heretoshall specifically assume all of the obligations of the Developer under this Agreement. 10.4Successors and Assigns.The CRA and Developer each binds itself and its partners, successors, executors, administrators and assigns to the other party and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Agreement.Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the CRA, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the CRA and the Developer. 10.5No Discrimination. Developer shall not discriminate against any person on the basis of race, color, religion, ancestry, national origin, age, sex, marital status, sexual orientation or disability for any reason in its hiring or contracting practices associated with this Agreement. 10.6No Partnership, Etc. Developer agrees nothing contained in this Agreement shall be deemed or construed as creating a partnership, joint venture, or employee relationship. It is specifically understood that Developer is an independent contractor and that no employer/employee or principal/agent is or shall be created nor shall exist by reason of this Agreement or the performance under this Agreement. 10.7Public Records: The CRA is a public agency subject to Chapter 119, Florida Statutes. Developer shall comply with Florida’s Public Records Law. Specifically, the Developer shall: 00837587-1 11 a.Keep and maintain public records required by the CRA to perform the public services provided for in this Agreement; b.Upon request from the CRA’s custodian of public records, provide the CRAwith a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. c.Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if Developer does not transfer the records to the CRA. d.Upon completion of the contract, transfer, at no cost, to the CRA all public records in possession of Developer or keep and maintain public records required by the CRA to perform the service. If Developer transfers all public records to the public agency upon completion of the contract, Developer shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Developer keeps and maintains public records upon completion of the contract, Developer shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CRA, upon request from the CRA’s custodian of public records, in a format that is compatible with the information technology systems of the CRA. IFDEVELOPERHAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO DEVELOPER’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT(561)737-3256; 710 North Federal Highway, Boynton Beach, Florida 33435; or BoyntonBeachCRA@bbfl.us. 10.8Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning thesubject matter expressed herein, are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 10.9Counterparts and Transmission. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The executed signature page(s) from each original may be joined together and attached to one such original and it shall constitute one and the same instrument. In addition, said counterparts may be 00837587-1 12 transmitted electronically (i.e., via facsimile or .pdf format document sent via electronic mail), which transmitted document shall be deemed an original document for all purposes hereunder. 10.10Agreement Deemed to be Drafted Jointly. This Agreement shall be deemed to be drafted jointly and shall not be construed more or less favorably towards any of the parties by virtue of the fact that one party or its attorney drafted all or any part thereof. Any ambiguity found to exist shall be resolved by construing the terms of this Agreement fairly and reasonably in accordance with the purpose of this Agreement. 10.11Governing Law, Jurisdiction, and Venue. The terms and provisions of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida and the United States of America, without regard to conflict of law principles. Venue and jurisdiction shall be Palm Beach County, Florida, for all purposes, to which the Parties expressly agree and submit. 10.12Independent Advice. The Parties declare that the terms of this Agreement have been read and are fully understood. The Parties understand that this is a binding legal document, and each Party is advised to seek independent legal advice in connection with the matters referenced herein. 10.13Severability. If any part of this Agreement is found invalid or unenforceable by any court, such invalidity or unenforceability shall not affect the other parts of the Agreement if the rights and obligations of the Parties contained herein are not materially prejudiced and if the intentions of the Parties can continue to be achieved. To that end, this Agreement is declared severable. 10.14Voluntary Waiver of Provisions. The CRA may, in its sole and absolute discretion, waive any requirement of Developer contained in this Agreement. 10.15Compliance with Laws.In its performance under this Agreement, Developer shall comply with all applicable federal and state laws and regulations and all applicable Palm Beach County, City of Boynton Beach, and CRA ordinances and regulations. 10.16Effective Date.This Agreement will become effective upon the date and time the last party executes this Agreement. 10.17Survival. The provisions of this Agreement regarding public records, indemnity, and waivershall survive the expiration or termination of this Agreement and remain in full force and effect. IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first above written. 00837587-1 13 WITNESSESOCEAN ONE BOYNTON, LLC a Florida limited liability company ______________________________By:________________________________ Print Name: ____________________Print Name: ________________________ Title: ______________________________ ______________________________ Print Name: ____________________ STATE OF FLORIDA) )SS: COUNTY OF_______________) BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared ______________________________ as _____________________ of OCEAN ONE BOYNTON, LLC, and acknowledged under oath that he/she has executed the foregoing Agreement as the proper official of OCEAN ONE BOYNTON, LLC, for the use and purposes mentioned herein and that the instrument is the act and deed of OCEAN ONEBOYNTON BEACH, LLC. He/she is personally known to me or has produced _____________________________as identification. IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State and County aforesaid on this ____ day of ______________, 2017. __________________________________________ My Commission Expires:Notary Public, State of Florida at Large \[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK\] \[CRASIGNATURE ON FOLLOWING PAGE\] 00837587-1 14 WITNESSESBOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY ______________________________By: _______________________________ Print Name: ____________________Steven Grant, CRA Board Chair ______________________________ Print Name: ____________________ STATE OF FLORIDA) )SS: COUNTY OF PALM BEACH) BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared Steven Grant as Board Chairof BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, and acknowledged under oath that he/she has executed the foregoing Agreement as the proper official of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, for the use and purposes mentioned herein and that the instrument is the act and deed of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY. He/she is personally known tome or has produced _____________________________as identification. IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State and County aforesaid on this ____ day of ______________, 2017. __________________________________________ My Commission Expires:Notary Public, State of Florida at Large 00837587-1 15 00837587-1 16 00837587-1 17 DRAFT PARK IMPROVEMENT LIST Park ImprovementCity CIP FY17-18 Sara Sims Park Fences300,000 Sara Sims Park Grass Irrigation Upgrade150,000 Sara Sims Park Parking Lot40,000 Sara Sims Park Parking Lot ADA7,000 Sara Sims Park Pavilion40,000 Sara Sims Park –ADA*30,198 Sara Sims Park Resodding200,000 $767,198 CRA FY17-18 Sara Sims Restrooms150,000 Park Lighting200,000 Pavilion60,000 Parking Lot Resurfacing50,000 Walkways40,000 Seacrest and MLK Corner Feature50,000 Landscape Irrigation50,000 $600,000 Page 1 of 17 The City of Boynton Beach, with a population of 71,000, is the third largest city in Palm Beach County, Florida. It is located approximately 45 miles north of Miami and 15 miles south of West Palm Beach. pidly growing tri-county Miami-Dade/Broward/Palm Beach Metropolitan area. Boynton Beach has direct access to the Intracoastal Waterway, Interstate 95 and the Florida Turnpike. It also has a market of more than 6 million people within a two-hour radius and ready access to three international airports, two major rail lines, as well as the Tri-Rail regional commuter rail system. The Heart of Boynton District is bounded to the west by I-95, Federal Highway to the east, the Boynton Beach Canal (C-16) to the north and Boynton Beach Boulevard to the south. Seacrest Boulevard runs north-south through the center of the community. Over the past ten years there has been approximately $28M of public investment into the Heart of Boynton community in property acquisition, construction of new homes and rehabilitation of existing homes. Some of the projects are: The City of Boynton Beach completed the redevelopment of the Carolyn Sims Park for a total th of $10.M. The park is located at NW 12 Avenue and is the center of neighborhood activities. The City is also invested $1.5M of Federal stimulus dollars into the Seacrest Avenue corridor from Boynton Beach Boulevard north to the C-16 canal to create an attractive streetscape with new lighting, landscaped medians and public art. The BBCRA in partnership with non-profit housing development corporations redeveloped a th 4.5 acre site at Seacrest and 6 Avenue with 21 single-family homes. Page 2 of 17 The City and BBCRA are currently partnering on developing a block of new single-family th homes at NW 10 Avenue and Seacrest. The project includes upgraded streetscapes and utilities. In 2015, the BBCRA partnered with Boos Development Group to create the first new retail development in the neighborhood in over 45 years. The Family Dollar opened in 2016 at the SE corner of Seacrest Blvd. and Martin Luther King, Jr. Blvd. giving residents the opportunity to shop for brand name products at a reasonable price. The BBCRA has been assembling land to enlarge and improve Sara Sims Park at the SW corner of Martin Luther King, Jr. Blvd. and Seacrest. A master plan has been developed and several blighted structures have been removed. Page 3 of 17 Page 4 of 17 Page 5 of 17 Proposal and make a determination as to whether each Proposal Proposal based on the following criteria: Page 6 of 17 Page 7 of 17 Name: ________________________________________________________________ Street Address: _________________________________________________________________ Mailing Address (if different): ______________________________________________ City, State, Zip: __________________________________________________________ Telephone No. _______________________: Fax No: __________________________________ Email Address of Contact Person: ____________________________________________ Ownership Status - Is the company currently for sale or involved in any transaction to expand or to be acquired by another business entity? If yes, please explain the impact to the organization and management efforts. ___________________________________________________________________________ Age of Organization In continuous business since: ________________ Leadership - List Corporate Officers, Principals, Partners or owners of your Organization with titles and addresses. If a publically held company, list Chairman of the Board, CEO, and President: _________________________________________________________________________________ _____________________________________________________________________ Page 8 of 17 Federal Identification No.:_______________________________________________ State of Incorporation & Registration No.:__________________________________ If not a corporation, explain your status: ___________________________________________________________________________ Page 9 of 17 1. 2. 3. 4. Page 10 of 17 Page 11 of 17 Page 12 of 17 LEGAL DESCRIPTION OF PROPERTY Parcel 1: PCN - 08-43-45-21-10-001-0010 Lots 3 through 12 inclusive, in Block 1, Lots 1 and 2, in Block 1, LESS all that portion of Lots 1 and 2 lying West of the East right-of- Plat Book 5, at Page 182 and less a 20 foot return curve area for road right-of-way. PALM BEACH COUNTRY CLUB ESTATES, according to the Plat thereof, as recorded in Plat Book 11, at Page 43, of the Public Records of Palm Beach County, Florida. Parcel 2: PCN 08-43-45-21-00-000-0021 The South Half of the East Half of Lot of Subdivision of the West Half of the Southeast Quarter of Section 21, Township 45 South, Range 43 East, Less the South 125 feet thereof; Less parcels conveyed to the City of Boynton Bach by Official Records Book 852, Page 642 and LESS the right-of- according to the Plat thereof, as recorded in Plat Book 1, at Page 4, Public Records of Palm Beach County, Florida. Page 13 of 17 SURVEY Page 14 of 17 D CERTIFICATION OF DRUG FREE WORKPLACE PROGRAM I certify the firm of __________________________________ responding to this RFP/RFQ maintains a drug-free workplace program, and that the following conditions are met: (1) We publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace; and specifying that actions will be taken against employees for violations of such programs. policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. (3) We give each employee engaged in providing the commodities or contractual services included in this RFP/RFQ a copy of the statement specified in Subsection (1). (4) In the statement specified in Subsection (1), we notify the employee that, as a condition of working in the commodities or contractual services covered under this RFP/RFQ, they will abide by the terms of the statement; and will notify the employer of any conviction of, or plea of guilty or nolo contendere to any violation of Chapter 893 or any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. (5) We impose a sanction on, or require the satisfactory participation in a drug abuse employee who is convicted. (6) We make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. Authorized Signature:_____________________________ Date____________ Name & Title (typed)_______________________________________________ Page 15 of 17 Authorization to Perform Credit Check For Principal/Owner: (Please use a separate form for each principal/owner) The Proposer hereby consents to and authorizes the Boynton Beach Community Redevelopment Proposer. Such consent and authorization is given with respect to any and all persons who may conduct an investigation of the agencies retained by the CRA for such purpose. Any information provided to the CRA is a public record subject to the provisions of Ch. 119 F.S. Proposer grants such consent and authorization to the CRA for the period commencing as of the date of this authorization and terminating on the date a Proposal selection has been by the CRA Board. This Proposer hereby waives any and all claims, past present or future, which the Proposer may have authorization herein given to the CRA. An authorization to Perform Credit Check will need to be completed by each Principal/Owner and by the Business. Principal/Owner Name:__________________________________________________________ Date of Birth: _________________________________________________________________ Current Home Address:_________________________________________________________ ____________________________________________________________________________ Previous Home Address:________________________________________________________ ____________________________________________________________________________ Email:_______________________________Phone #:_________________________________ Signature:_________________________________________________Date:_______________ Page 16 of 17 Authorization to Perform Credit Check For Business: The Proposer hereby consents to and authorizes the Boynton Beach Community Redevelopment Proposer. Such consent and authorization is given with respect to any and all persons who may conduct an investigation of the agencies retained by the CRA for such purpose. Any information provided to the CRA is a public record subject to the provisions of Ch. 119 F.S. Proposer grants such consent and authorization to the CRA for the period commencing as of the date of this authorization and terminating on the date a Proposal selection has been by the CRA Board. This Proposer hereby waives any and all claims, past present or future, which the Proposer may have authorization herein given to the CRA. An authorization to Perform Credit Check will need to be completed by each Principal/Owner and by the Business. Business Name (D/B/A if applicable):______________________________________________ Current Business Address:_______________________________________________________ ____________________________________________________________________________ Federal Tax ID#___________________________State of Incorporation:__________________ Phone #l:_______________________________Fax#:_________________________________ Signature:_________________________________________________Date:_______________ Title:________________________________ Page 17 of 17 CRA Advisory Board Meeting Thursday, July 06, 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 Assignmentsfrom April 11, 2017 CRA Board Meeting 1.Review and Revise Current CRA Special Events Grants 2.Review and Revise Vendor Policy for other CRAs/Non-Profits B.Reports on Pending Assignments 1.None C.New Assignments from June 13, 2017CRA BoardMeeting 1.None V.Consent A.Approval of Advisory Board Minutes –June 01, 2017 VI.Information Only A.Financial Report Period Ending June 31, 2017 B.Social Media Outreach Program VII.CRA Board Items for CRA Advisory Board Review & Recommendations A.Old Business 1.Discussion and Consideration of the Project Fund Budget FY2017-2018 B.New Business 1.Discussion and Considerationof Ocean Breeze East Request for Proposal Criteria VIII.Public Comment (Note: Comments are limited to 3 minutes in duration) IX.Future Agenda Items 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 ORACTIVITY 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 OFTHE AGENDA ON THE CRA’S WEBSITE. INFORMATION REGARDING ITEMS ADDED TO THE AGENDA AFTER IT IS PUBLISHED ON THE 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, JUNE 1, 2017, AT 6:30 P.M. PRESENT: Linda Cross, ChairMichael Simon, Interim Director, CRA Robert Pollock, Vice ChairTheresa Utterback, CRA Business James DeVoursney Specialist Allen HendricksTerry Duhy, CRA Attorney Thomas Murphy, Jr.Lisa Edmondson, Prototype, Inc. Rick Maharajh ABSENT: Paula Melley I.Call to Order The meeting was called to order at 6:31p.m. II.Roll Call Roll was called, and it was determined a quorum was present. III.Agenda Approval A. Additions, Deletions, Corrections to the Agenda -None B. Adoption of Agenda Motionmade by Dr. DeVoursney, seconded byVice Chair Pollock, to approve the agenda as presented. In a voice vote, the motion passed unanimously (6-0). IV.Assignments: A. Pending Assignments 1. None B.Reports on Pending Assignments 1. None Meeting Minutes CRA Advisory Board Boynton Beach, Florida June 1, 2017 C. New Assignmentsfrom April 11, 2017 Meeting 1.Review and Revise Current CRA Special Events Grants Interim Executive Director Mike Simon reportedthat the Board was advised to look into thisbecause the way the Special Events grant is now written offers the advantage of the program to both nonprofits and for-profits. The current document is unclear in parts, and the CRA Board has requested a “structural review.” Mr. Simon relayed thatthe intent of the special events grant was getting blurred with what is approved. While it is supposed to be for events that will benefit downtown businesses, it has morphed into events such as runs for the hungry, breast cancer run, or a holiday celebration, which also may take place outside of the Downtown/Ocean Avenue Corridor. Mr. Simon explained that the CRA Board wants this Board’s opinion if the grant program should stay and, if so, what the grant program should be for, if there is a location/geographical area limit, for-profit or nonprofit, and charity co-donations. The Board wants to maintain consistency in its decisions and not have to make frequent exceptions to the grant criteria. Mr. Simon advised that the budget this year for Special Events is $20,000. They have had three or four applicants so far, and most have been requesting the full amount of the grant ($5,000). Mr. Hendricks thought it was important that the CRA promote events in the CRA District so that the area becomes an exciting place that will attract people. He did not think an event organizer would want to give away 30%-50% of his proceeds. Mr. Simon clarified that the charity donation would apply only to for-profit groups -50% of netproceeds wouldbe distributed to nonprofit organizations. Mr. Hendricks offered to leadthe review of the special events grants. 2. Review and Revise Vendor Policy for other CRAs/Nonprofits Mr. Simon explained the current policy of charging nonprofits for tents at CRA events. Sometimes a professional person or school group wants a free tent. The Board is being asked for input on any change in policy or the need for a policy. The CRA has, in the past, provided tents and services at cost to these vendors; other times they have requested the use of tents for no cost. TheCRA hastried to have all the vendors participate in the theme of an event such asthePirate Fest. 2 Meeting Minutes CRA Advisory Board Boynton Beach, Florida June 1, 2017 Mr. Maharajh wanted to encourage vendors from Boynton Beach to participate, even if they cannot follow the theme, or perhaps they could have a certain percentage of their booth dedicated to the theme. Mr. Simon stated that the intent of the current vendor policy is to specify the procedures used for theselection of for-profit or nonprofit vendors who are interested in participating in special events hosted by the CRA. Mr. Maharajh offered to work on engaging the Boynton business community to be part of the events. The cost of atent is $275, and the rates the CRA charges vary from $375-$450 to cover the costs. It is easier to set standards for the for-profit entities, butthe nonprofits are trickier. Sometimes the nonprofits are soliciting donations or selling items to raise money.There are also representatives from social benefit groups who “roam” the event with petitions, etc. Chair Cross raised three questions: how much is based on the theme; how many tents should be provided for free if any; and, appropriate allowed types of nonprofit vendors. It was suggested that perhaps a high school group raising money for a band trip might be allowed for free. Terry Duhy, CRA Attorney, advised that they (legal counsel) wouldreview any policy before it goes before the Board. In light of the First Amendment, she recommended that they focus on the types of vendors they would like to see, and less on what they would not want.The legal team will address that concern in the policy. Ms. Duhyalso stated that the Statute for the CRA stipulates that for the CRA to spend its grant money, it be in furtherance of the CRA’s purposesandcontemplated in the Plan in some way. A minimum criterion for awarding a grant would be a requirement that whatever entity is requesting the money demonstrate or explain how it is going to benefit the CRA and further the plan. For both policies, Ms. Duhy advised that the Statute and criteria that govern the CRA are very loose, since what the CRA does is a little “outside the box” of government. However, the CRA should abide by whatever policy they adopt, and not issue lots of waivers/exceptions. Broad language is fine if the CRA wants to be open, and more restrictive language is also fine in the other respect. In response to a question by Dr. DeVoursney,Mr. Simon believed that the events in themselves are difficult to organize without adding a prescribed percentage formula for for-profits and nonprofits to the mix. The policy currently states a preference for local businesses versus non-local businesses, and there will not be more than two nonprofits approved in monthly events. A larger event would allow four nonprofits. V.Consent A. Approval of Advisory Board Minutes –April 06, 2017 3 Meeting Minutes CRA Advisory Board Boynton Beach, Florida June 1, 2017 B.Approval of Advisory Board Minutes –May 04, 2017 Motionmade by Dr. DeVoursney, seconded by Mr. Hendricks, to approve the Advisory Board minutes of April 6, 2017, and May 4, 2017, as presented. In a voice vote, the motion passed unanimously(6-0). VI.Information Only A.Financial Report PeriodEnded April 30, 2017(No comments) B.Financial Report Period Ended May 31, 2017(No comments) Mr. Simon announced that Vicki Hill is now the full-time Finance Director for the CRA, replacing Susan Harris, whose term expired on May 31, 2017. VII.CRA Board Items for CRA Advisory Board Review A.Old Business Chair Cross asked the Board for feedback on the desired length of presentations. After discussion, 20 minutes per presentation was decided as the maximum time. 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) Bonnie Miskel, 14 SE 4 Street, Boca Raton, appeared on behalf of Ocean One. Ms. Miskel noted that staff had provided a detailed summary to the Board. Ms. Miskel then discussed the Purchase and Sale Agreement, noting several provisions were added to address concerns raised at the last Board meeting: if construction did not commence within a certain period of time, there was a concern that they would do nothing with the CRA property. The client committed todoing what staff believes it is suited for -a form of a park. Secondly, there is a right of first refusal that is intended to preclude the developers from just picking it up and trying to flip the property. The plan incorporates both parcels, and since the building overlays both parcels, it would be difficult to separate them. Ms. Miskel expressed satisfaction with the document they received from the Board, commenting they spenttime reviewing it with staff. Chair Cross remarked that the Advisory Board was not surea park was the highest and best use of that corner of the property. She also stated confusion about the nature of the price in the right of first refusal clause. She wanted to know if the CRA would get it back and not have to buy it back. 4 Meeting Minutes CRA Advisory Board Boynton Beach, Florida June 1, 2017 Chair Cross also believed that the language concerning the potential right of first refusal wastoo broad. Ms. Miskel believed they could clear up the language, saying that the intent was that the corresponding property would be contiguous to the property that is part of the CRA. Ms. Miskel clarified that her client owns everything within that block except for the CRA parcel. When they go to develop the site, they could convey into a related entity; however, that is just a formality of sorts that is quite common. She continued that if her client chose to sell the entire property (the entire block) inclusive of the CRA, that would be a different scenario. The verbiage about the right of first refusal was meantto guard against the client wanting to divest himself of the CRA plot. Chair Cross suggested a client could reap a profit fromthe CRA’s land by selling the entire block once he owns it. Ms. Miskel believed they could address that. Chair Cross wanted to ensure that the CRA would get the property back if it was sold unless they (the CRA) decide they do not want it back. Ms. Miskel noted that the CRA wants the ability to see that any future project (in the event of sale) is in keeping with the CRA vision. 2. Consideration of Tax Increment Revenue Funding Agreement for the Ocean One Project Ms. Miskel reviewed the terms of the funding agreement, noting that staff is now recommending a 10-year term for the agreement. Mr. Simon said it was an option to extend the term and lower the percentage. The initial application came in at 10 years and, although there was consideration of making it shorter, financial obligations dictate lowering the percentages and extending the term to make a lesserfinancialburdenin the first few years. For the different phases of the agreement, Mr. Simon clarified the terms for each separate phase: if the applicant finishes Phase 1 in four years, for example, the second 10-year term would begin -there would be no overlap. Ms. Miskel continued,noting that the definition ofthe base year has been slightly modified(in Item 2.dof the Outline of Terms of Tax Increment Revenue Funding \[“TIRF”\] Agreement with Ocean One Boynton, LLC). When Phase I is 100% complete,it will have received certificates of occupancyand beenplaced on Palm Beach County tax rolls. She said the 100% part is misleading because they will be obtaining a permit for a mixed-use building, and thecommercial component is integrated into the building. The outside shell will be completed, and the residential will be done first, given some latitude to change that. Commercial space is not fully built out until the tenant is obtained. The outside is built out with the inside being available for tenants with special preferences (gray shell concept). If the first phase is delayed until all the residential is occupied, it would be punitive. Mr. Simon clarified that they want the residential units to receive their Certificate of Occupancy(C.O.), and the commercial units receive their Certificate of Completion (the 5 Meeting Minutes CRA Advisory Board Boynton Beach, Florida June 1, 2017 building itself). Ms. Miskel advised they would fix the language to make it understandable. Ms. Miskel went on to Item 3.a.iii, regarding parking. She reviewed the prior discussion on their parking and landscaping plans. There will be sidewalks, landscaping, etc., consistent with what the City would normally approve if that parcel weredeveloped. There are parking spaces that will eventually be relocated into an expanded parking structure whichwill manage any spaces that had been surface parking. The “temporary” parking will look finished with asphalt and sod. In response to a question by Chair Cross, Ms. Miskel said those spaces will be required to be in place prior to a final certificate of occupancy based on site plan approval. She explained that a portion of Phase II land will be used as long as possible.Chair Cross noted that on any given day, approximately 37-52 cars parkin that property now, and she pointed out it is a “huge liability.”Ms. Miskel advised that will end when they begin construction because they will have to fence off the construction area. Ms.Miskel said that when theparking area is done there, they will not have the right to deny use to people parking their vehicles as long as they comply with the City Code. However, Chair Cross asserted that it would not be 50 additional public parking spaces because they are already parking there, and she wondered if there was any way to get more parking spaces there. Ms. Miskel advised that costs for structured parking run about $35,000 per space. At a recent CRA workshop, Ms. Miskel relayed that Commissioner Katz raised a question about building a deck. She said if the CRA decided there was a need, the CRA could pay for the deck. The incentive program is designed to stimulate redevelopment, and the client has been waiting for the market to reach a desirable point. Ms. Miskel talked about how a decline in parking availability can spur cities to build good transit systems, citing the Downtowner in Fort Lauderdale as an example. Ms. Miskel said that building parking does not revitalize a downtown -active uses must be built to do that. Ms. Miskel returned toItem3.a.iii, noting that a “good portion” of theparking spacesare above and beyond thecode requirement.The ability to use other creative tools to park and hold cars was included in their siteplan, particularly valet parking. She foresaw restaurant services on the property and said there wouldlikely be valet parking for restaurants and maybe residents. They are also considering mechanical parking lifts. Ms. Miskel did not think they would use the full amount of parking they are required to buildand said the Boynton Beach Code does not allow for urban parking discounts as some other cities do. She said they would like the flexibility of being able to use other tools and not have the language regarding the additional spaces in Item 3.a.iii. In response to a question by Chair Cross, Ms. Miskel said that valet parking is a popular tool used by other cities. Chair Cross believedthey are asking for a 75% rebate in taxes for years one through seven. 6 Meeting Minutes CRA Advisory Board Boynton Beach, Florida June 1, 2017 Mr. Simon explained that when they ask for a percentage of TIF revenue, the CRA has to decide if that amount is agreeable to sacrifice relative to other projects or that number in general. It would be difficult to budget since the percentage would not kick in immediately. Dr. DeVoursney thought the base year started the year prior to the Certificate of Occupancy being delivered. Ms. Miskel clarified that the base year would be at 100% Certificate of Occupancy on the residential and Certificate of Completion on the non- residential. Thatwould be three years from now. Mr. Simon noted there is no rule or percentage for what the Board has approved. Chair Cross recalled this Board made arecommendation for consideration to make it no more than 60%. Moving ahead to Item #3.1.2, page 137 of the backup(addressing Phase IIcertification requirements), Ms. Miskel pointed out that the document stated they will commence Phase II within 24 months of completion on Phase I. She said that wouldbe challenging, citing that the site plan approval for Phase I took a year and a half. If they began immediately after getting the Certificate of Occupancy, it would require at least another 18 months to get site plan approval for Phase II, followed by building permits. Preparing the drawings for the site plan would take approximately 4 months, and another 3 to 4 months to get permit approval. Chair Cross wondered why they could not startPhase IIbefore the completion of Phase I, and Ms. Miskel said they could, but probably would not due to the parking challenges and use of the Phase II footprint for staging for Phase I. She reiterated that 24 months would be difficult, and they are asking for 36 months. Chair Cross asked Ms. Miskel to summarize the TIF request calculation. She wondered if it came to $8 million plus the land for both phases. Ms. Miskel noted that before designing the project, they duly considered prior projects.They looked at the current project over a period of years, along with projected costs. The projections are based on the value of the asset when it appears on the tax rolls, and progression of growth from then on. Jenae Valentine, Economic Development Coordinator, RMA Development Associates, said the increases are 3% year-over-year from the base value. It was set up with 75% for 7years and one (1) year at 50%. The chart they are showing is set up for 8years. Mr. Simon added that they ran a 10-year projection also. Ms. Mickel pointed out that staff is recommending thatno assignment be allowed until Phase II is complete and placed on the Palm Beach County tax rolls.The Phase II entity will be entirely different from the current ownership of the site. She stated they could fix the language so that there would not be a “no assignment” requirement. Basically, they want the ability to assign it at any time without the CRA’s approval. 7 Meeting Minutes CRA Advisory Board Boynton Beach, Florida June 1, 2017 Based on the TIF “calculator,” the total dollars at nineyears at 75% and 50% the tenth year would be $7.8 million through the twophases (if there is an overlap). Mr. Simon said they are not recommending a particular percentage or particular number of years - they are trying to point out that they need to consider the overall impact to the CRA budget.The Board would not giveany TIF away until it is built, but they are obligating themselves to give TIF when it is built, whenever thatoccurs. Mr. Simon asked if the construction of the hotel alone in Phase II would signal the completion of Phase II as it related tobeginning the TIFpayments.Ms. Mickel replied that at the CRA Board meeting, there was consensus that for purposes ofPhase II, the hotel was the priority. The Mayor may have said that once the hotel is completed, he would have been supportive in allowing the TIF to commence. She said Centennial would consider that acceptable. If theTIF paymentsare tied to both the hotel and residential, their motivation is slightly less since they would have to wait for the condo market to heat up before building. Ms. Mickel explained that the audit requires them to have special training, give priority to residents of the City of Boynton Beach, have job fairs, manage and keep records of any job openings,and extending those openingsinitially to Boynton residents before they can go outside, (all the employment-related incentives that have been in other agreements). There is also a national Green Building Standard that is required in the contract. Infrastructure improvements includeutilities, public parking, and parking on Federal Highway. The benefits have been discussed with the City Commission and staff, according to Ms. Valentine.She spoke highly of their job placement specialist who is dedicated to retaining local employees. Chair Cross asked Mr. Simon why 500 Ocean is “so delayed.”He explained that in the original agreement, they were to get the C.O. in October,and they extended it to December. He believed the phasing and size of the project dictated that. Delays were due to issues with FP&Land some undergrounding. Ms. Valentine stated they have experience with service, retail, property management, as well as construction. Mr. Hendricks advocated for meeting space/rooms at the hotel. He also hoped that the perimeter would be maintained during staging to keep the appearance up. Mr. Simon advised that this Board needs to make a recommendation to the CRA Board while abiding by Sunshine law.Attorney Duhy recommended reviewing the term sheet (Attachment III), which summarized all points of the agreement, as a starting point. 8 Meeting Minutes CRA Advisory Board Boynton Beach, Florida June 1, 2017 Dr. DeVoursney wondered if there could be language to note the parking spaceswould be permanent, to avoid meeting the criteria while some of them are just temporary (in Item 3.a.iii). Ms. Mickel understood the point, to make the spaces permanent. Dr. DeVoursney also was curiousif Item 3.a.vwas in lieu of a Community Benefits Agreement (CBA). Ms. Miskel advised that sections of the document are the CBA. She said she could add emphasis to the “good faith effort” to make it stronger. Dr. DeVoursney suggested giving more money in the TIF agreement in Phase I and wait to commence payments until site plan approval for Phase II. Ms. Miskel doubted the advantage of doing that, since they could extend the site plan “in perpetuity,”but noted that thePhase II base year commences upon completion of the hotel. They do not want to lose the opportunity and are mindful of the sunsetting of the CRA. Dr. DeVoursneyrecalled that Phase I would yield an8% profit with the TIF, and Phase II would yield 12%.He wondered if they would agree to converting the profit to numbers instead of percentages. Ms. Mickel said that would amount to leaving TIF money on the table if their profits went above a certain number, and Chair Cross thought capping the TIF would achieve the same thing. Ms. Mickel said that once they begin construction, they have to complete it and are at risk that not only will they not get to 8%, but they might not even break even. Mike Ross, Washington Real Estate Partners, projectdeveloper, stated that the problem with capping the rates is that the pro formas for the TIF are “best guesses.” Asthe project goes forward, project costs may or may not increase, rents are trending down, and the only way to make up the difference is the TIF incentive funding. Mr. Ross continued, saying that the only way to keep investors is to give them a market rate return. If they cap the number, theinvestorswill put their money somewhere else. He believed it was too complicated to cap it at a dollar amount. Ms. Miskel pointed out that in the event there is a windfall (such as rental rates skyrocketing), the value would also come back to the City. Thediscussion so farwas reviewed: They (the developer) will work on first right of refusal language o Need to decide on the buy-back purchase price (right now it says market price -could change to $10) o Theagreement requires the developer to deed restrict the parcel for a park-like setting o Ms. Miskel said they will be improving the parcel as a park and should be reimbursed for those costs They are requesting a change from 24 to 36 months on the Phase II The CRA wants100 parking spaces 9 Meeting Minutes CRA Advisory Board Boynton Beach, Florida June 1, 2017 o Ms. Miskel said they are giving the public 100 spaces across Phase I and Phase II -they are not discounting them. Those spaces will be identified and used for the public -they want flexibility on the private side. o Mr. Simon said the public requirements are fine o The external parking is fine; the CRA does not worry about the inside parking o Maintain the language for the 50 spaces under the umbrella of the developer and the development and not turned over to the maintenanceor management of the City or the CRA Probably include something about capping the TIF Good faith definition Define the parking as permanent instead of temporary Agree to 10-year term at a lower percentage (60%) Chair Cross offered to write up the recommendation based on the above review. 3.Consideration of Additional Letters of Intent for the Purchase of the CRA Owned Property located at 700 N. Seacrest Boulevard, also known as the Ocean Breeze East Site Chair Crossrecalled they had a presentation at the last meeting from St. John Missionary Baptist Church, and since then they have made a few adjustments. Paul Bilton, representing Centennial Management Corp. with offices at 7735 NW 146 Street, Suite 306,Miami Lakes, introduced Elizabeth Brock and owner Lewis Swezy. Mr. Bilton said they have submitted four letters of intent, each with different options. Two of them do not require any outside financial contingencies, and one would lead to closing right away in an all-cashcontract. He stated that Options 2 and 3 are similar to what they have heard already -buying the land subject to obtaining a tax credit or something similar. They couldbuy the land for as much as $1.4 million and buildup to 123 units with a tax credit. Regarding Option 4, Mr. Bilton noted it has no outside competitive funding required.It would rely on CRA funding. They would build100 affordable housing units, buy the land for $1,000, ask for $.5 million upfront contribution from the CRA,and no more than $350,000 a year in TIF funding over 20 years. Mr. Bilton then addressed Option 1: they would offer 100 affordable housing units, purchase the land for $800,000, ask for approximately $551,000 in contribution at the point when development would take place, and a utility fee credit. They would take possession of the land right away and start paying property taxes immediately. The onus would be on Centennial Management Corp. to get the development done. 10 Meeting Minutes CRA Advisory Board Boynton Beach, Florida June 1, 2017 In addition, Mr. Bilton said they would offer to promise (with a covenant to secure that) over the next 10 years to apply annually to Florida Housing for the RFA’s that are available. It could beatax credit, sale of local bonds, or some type of workforce funding. They would provide the option for the CRA to revert to Option 4 if no funding becomes available from outside sources any time during the 10 years. In that case, the CRA would contribute a portion the soft moneyand move forward to the construction phase. Mr. Hendricks confirmed that the utility fee credit would come from the City (water and sewer connection fees). Mr. Simon verified that they calculated any of the credits presented by the Utility Department, noting that would be the amount of that fee minus the credit that would be applicable. Chair Cross asked ifthe$798,303 -Total CRA Contribution by end of the Requested Term including Cash Funding-for Option 1 in the spreadsheet (page 236 of backup) was the sum of the CRA contribution of $551,000 plus the utility credit. Mr. Bilton responded that amount does include the utility credit, although the exact amount of that credit is unknown at this time. The $800,000 is not subtracted, so it still comes out to a net zero. It was pointed out that they would pay the $800,000 upfront, whereas any credits or CRA funding would not be payable until the time of award of fund to proceed. Mr. Swezysaid they are committed tomaking it happen to the City. Mr. Bilton emphasized they are completely local,described their company’s work, and said that Mr. Swezy has over 37 years of housing development and construction management experience in South Florida.They have an in-house general contractor if needed. He added they handle every step of the development process. Mr. Bilton spoke of their work with other cities. In response to a question by Mr. Maharajh, Mr. Bilton said they are familiar with the City’s Building Wealth program and they will aim to meet those objectives both in hiring in the construction phase and subsequentlyafter that. They have not reached out yet to any contractors. In response to a question by Vice Chair Pollock, Mr. Bilton said that the price range for the affordable housing units would be restricted to 60% of the County’s median income. In addition, a portion of the units would be designated for “extremely low income.” Mr. Simon clarified that it is a HUD-based formula. Mr. Swezy explained the formula in more detail, noting that nobody is supposed to pay more than 30% of the median income. Another utility allowance reduces the amount from about $80 to $150. Mr. Hendricks noted that Palm Beach County is wealthy in some areas, and he did not think the median income would match that of the Heart of Boynton. 11 Meeting Minutes CRA Advisory Board Boynton Beach, Florida June 1, 2017 Mr. Simon was curious if all the scenarios provided all multi-familyunitsor some senior units. Mr. Bilton commented they are open to discussing family versus elderly tenants, but they arecurrentlyall multi-family rentals. Chair Cross opened the floor to the public for comment, advising members of the audience to approach the microphone to be recognized. Willie Akins, 726 NE 1 Street, President of Heart of Boynton Association, asked what percentage of contractors and workers hired for construction would be from the Heart of Boynton. Mr. Bilton replied they will target and advertise locally, doing everything they can to attract applicants, but he could not provide a percentage number at this time. They would be open to holding job fairs in the Heart of Boynton.Chair Cross pointed out that the Community Benefits Agreement (CBA) includes such requirements for hiring, and any presenter will have that CBA. Mr. Bilton presented slides oftheir firm’s experience, pictures of finished projects, management awards, financial strengths, track record, picture of the elevation, aerial of current site, proposed features and amenities, certification, tenant program and services, and proposed community improvements. In response to a question by Vice Chair Pollock, Mr. Bilton advised that all units are rentals. Dr. DeVoursney asked about the Family Support Coordinator, and Mr. Bilton said they would contract out for somebodywho would have a space in the clubhouse/community area for acertain number of hours per week. Residents would begiven help to access public or private resources in the community. The program would be for 15 years, and they would be willing to add that to the CBA. Dr. DeVoursney reviewed the funding options, noting that the SAIL funds and the State lottery system are “hit or miss.” Mr. Bilton confirmed that most of the other projects they have completed relied on the 9% or the SAIL funds. Mr. Bilton further explained that the tax exempt fund and the 4% non-competitive tax credits are given upon application. However, those funds are not enough to cover the development costs. They either have to supplement with CRA funds(Option 4)or the SAIL money(Option 3). In Option 4, additional TIF revenue would allow more units -$400,000 in TIF would deliverabout 108 units, and $450,000 in TIF might give about 116 units. Mr. Simon said 100% of the TIF would be about $200,000 for the project. All the scenarios involve annual payments from the CRA fromthe project fundand inthe form of TIF. It was confirmed that the buildings would be three stories tall. 12 Meeting Minutes CRA Advisory Board Boynton Beach, Florida June 1, 2017 Mr. Hendricks opined that management iskey to keeping the project from blight. He asked if they would have room to have a small grocery store. Mr. Bilton advised they would be open to options, and the site plan is merely conceptual. They could condense some of the residential or reduce the number of units to make room for retail. Mr. Hendricks then commented that MLK might be a better site for a grocery. In response to a question by Mr. Simon, Mr. Bilton stated they currently have over 3,000 residential units under management, of which at least two-thirds are affordable housing. Mr. Bilton also stated there would be hook-ups in the units, and they also have a laundry room in conjunction with the multi-purpose center. Mr. Swezy said it is a developer’s decision whether to rent washers and dryers to tenants for their own unit. Mr. Bilton stated they cannot provide an exact date for commencement of construction, but they have committed (under Option 1) to close on the land right away and immediately start pursuing all the funding sourcesto build. Mr. Simon added that if the CRA becomes a financial investor, they would not have to seek competitive funding and the project would be expedited. The other three options would create a time delay based on the lottery. Chair Cross wondered if the land would sit vacant for 10 years if they do nothave funding in 10 years(using Option I). Mr. Bilton said the City could have an option to buy it back for the same price they purchased it for plus the rate of inflation. Mr. Simon talked about theprocess, and said the City will need to accept responsibility to partner with the developer in efforts to obtain funds. Mr. Swezy mentioned they had previously been successful with the SAIL funding and workforce housing. They took title to the projects and worked hard to make them materialize.There are multiple layers of getting funding that involve the County, City, and State. Mr. Simon explained that the maintenance is probably $4,000 to $5,000 per year and the taxes now are minimal, since the property is owned by the CRA. He also expanded on the median income statistics, noting that the median income for the Palm Beach County area for 30% (extremely low category) is $24,000 for a family of four; for the 60%mark, it would be $33,000 to $35,000 for a family of four. Boynton Beach might be less, but they would not be exceeding the affordability of the intent of the project. Chair Cross disclosed they will have someone speak from St. John Missionary Baptist Church, and she said she had been contactedby both St. John Missionary Baptist Church and Centennial Management Corp and had general telephone conversations about the project. David Merker,member of the public who lives in District 1, said that a “personal touch” is important in projects. He spoke of the diversity of Boynton Beach and people coming together and believing in something is essential. Mr. Merkersaid he had been touched 13 Meeting Minutes CRA Advisory Board Boynton Beach, Florida June 1, 2017 by the speakers from St. John Missionary Baptist Church, but felt that (community enthusiasmand togetherness)was lacking in this presentationby Centennial. Mark Karageorge, member of St.John Missionary Baptist Church,said that Board member Thomas Murphy Jr. has served the City for 25 years and is retiring in September. He thanked Mr. Murphy for his years of service. Woodrow Hayes,427 NW 5 Avenue, Pastor of St. John Missionary Baptist Church, distributed a document called “St. John/Roundstone Talking Points.” He proceeded to read the document aloud. \[See attachment\] Mr. Karageorge possessed a document from the Community Caring Center stating that they will be a tenant and offer additional senior services including food and health services. The Center is headquartered in District 2 and will hire locals. Mr. Karageorge emphasized that their CBA is very clear about hiring locals. He said after the agreement is put together, they can have the project off the ground in 18 months.He said they will have a Family Life Center for all ages with sports and business amenities. There will be a multi-purpose center and a catering kitchen. He said the demand for senior housing is high. Mr. Karageorge pleaded for their cause, and asked for continued support. Chair Cross asked how they calculated the savings from going from 20 years to 5 years on the loan. Mr. Karageorgesaid they reduced the termof the loan in order to save interest. The $450,000 each year worked out to less than 4% of the annual project fund budget. He mentioned they would monitor the management company every month, and they would involve thecommunity “every step of the way.” Chair Cross noted that the five-year proposal is roughly 23% of the project fund. Vice Chair Pollock thought they should send both Centennial Management Corp and St. John’sforward to the CRA Board. Mr. Karageorge stated that since one of the applicantsdid not show up, they should not be allowed to go forward. Chair Cross agreed that 10 years is a long time to let the lot sit vacant, but said that Centennial’s Option 1 is more equivalent to the St. John’soption. Mr. Karageorge recalled that they asked to go to negotiations on a Salesand Development Agreement, and their church leaders and Roundstone would have to approveit. Mr. Hendricks felt that the success of the Heart of Boynton lies withredevelopment and also with the people who live there. Whilehe was leery of St. John Missionary Baptist Church being in the business of development, he also thought it had great potential coming from a community-centric space. He asked if there was an exit plan and what their partnership with Roundstone entails, especially in the case of failure. 14 Meeting Minutes CRA Advisory Board Boynton Beach, Florida June 1, 2017 Mr. Karageorge relayed that under Pastor Cheney, St. John’shad a Community Development Corporation(CDC)that assisted with first-time home buyers. They worked with the City and the CRA. To add to their efforts, thechurchmerged with faith- based CDC. St. John’sis a general partner, and Roundstone is the limited partner. There is an exit plan after so many years -the ownership will turn over to St. John’s. They are looking at two proven independent management companies that will be accountable within a group at St. John’s. They will bid to the church and have to meet requirements. He added they have expedited permit processing per the City’s Development Director. In response to a question by Dr. DeVoursney, Mr. Karageorge stated that the 5,000 square foot grocery store would be operated by the Community Caring Center. Dr. DeVoursney said that senior living was his number one concern, and he favoredSt. John’s and Centennial Option #1. Chair Cross compared the proposals and the monies that would come out of the project fund.She did not see how the CRA could take 25% of its project fund and put it in one spot for five years. Mr. Simon said that there is a cost to saving interest -perhaps to another project. If built quickly enough, however, there might not be such a long-term effect. Chair Cross also liked the community-centered approach, and thought it would be nice to get it down to lessthan 20 years. She was more interested in spreading out the CRA money as opposed to limiting what they can do. Mr. Bilken advised they can drop the 20 years down to 15 years without increasing the annualTIF amount. Bob Culvert, Roundstone Development,remarked that the proposals are similar and that the final numbers will be what is agreed to in the end. The difference to him is the fact that Roundstone already has the community support and has already met with all the players.He cited their projectin Delray as proof of their commitment. Regarding the expense of the project, Mr. Karageorge said the total project cost is $21- $22 million -due to the grocery and the Family Life Center. Mr. Swezy (Centennial) said their total project cost was $19.9million. They would be happy to build a grocery store and Family Life Center for $2 million more. Mr. Swezy advised Mr. Karageorge not to believe any numbers he got from FHA, and said that St. John’s kept revising their numbers in order to beat Centennial’s. Mr. Murphy thought both were good proposals, but liked St. John’s since the churchwas already in the community and has a special interest in the project succeeding.Mr. Maharajh thought the numbers from both proposals made sense, but he wanted participation from the Heart of Boynton. He cited local business and community. 15 Meeting Minutes CRA Advisory Board Boynton Beach, Florida June 1, 2017 Mr. Simon reminded the Board that both proposals will go forward to the CRA Board. Vice Chair Pollock said he wants what is best for the community, and Chair Cross agreed, noting that she would like to see themtighten up their numbers before presenting to the CRA Board. Motionmade by Dr. DeVoursney, seconded by Mr. Maharajh, that the St. John Missionary Church proposal #1 be considered for the Ocean Breeze East development, citing the senior living, and citizen approval rating. In a voice vote, the motion passed unanimously (6-0). B.New Business 1.Consideration of the Purchase and Sales Agreement with Steven Reichel nd for the Property located at 521 NE 2St (Tabled 5/9/17) Mr. Simon stated that the item was still tabled at the CRA Board level, so the item was tabled again by Board consensus. 2.Consideration ofthe Letter of Intent from Habitat of Humanity of South Palm Beach for the CRA Owned Property located at 117 W. MLK, Jr. Boulevard Nobody from Habitat from Humanity was present. Chair Cross said they paid roughly $115,000 toward the project, and it would be a donation to Habitat so they can build a house on the parcel. Mr. Simon mentioned it is part of Model Blockand Habitat has already built two houses on lots received from the CRA in similar fashion. He described the location of the lots. th The lots on 11Avenueare being held to coordinate street improvements. The houses would be consistent with other homes being built on the Model Block project with the same terms and conditions. Staff recommends entertaining the letter of intent so that it can go forward to the CRA Board and ultimately to the City Commission. He said the homes probably generate $3,000 in taxes annually. Motionmade by Dr. DeVoursney, seconded by Mr. Murphy, to entertain the letter of intent andproceed with notice for disposal. In a voice vote, the motion passed unanimously (6-0). 3.Discussion of Sara Sims Park Master Plan Design and Conceptual Housing Component Mr. Simon reported thatCRA staff and City staffhave been working on discussions with regard to Sara Sims Park. A community meeting the prior evening brought a diversityof 16 Meeting Minutes CRA Advisory Board Boynton Beach, Florida June 1, 2017 citizen participation.A survey was distributed to get input on the 2010 design plan, 2014 Heart of Boynton Plan, and the 2016 CRA Plan. Verbal feedback from the group did not support removing a portion of the park for housing. Because there are many vacant parcels available for housing, the park was a priority for that space in general. Mr. Simon continued they are seeking input at this meeting, and will be mailing out a survey to homeowners and property owners in the Heart of Boyntonand the CRA District for additional input on what they wish to see in the park.There is a currently a cemetery in a small portion of the park, and the community expressed a need for its expansion to accommodate more plots. Mr. Simon requested feedback from the Board on their design priorities for the park and funding considerations. At this point, the Board viewed an aerial of the park and a proposed plan for the park. Chair Cross confirmed that the photo at the top (in the flyer) is already in the updated CRA Comprehensive Plan and the Heart of Boynton Plan. Suggestions/feedback included the following: Possibly needaretention pond Basketball could go to another nearby park Nearest baseball field is far away-maybe add a baseball diamond Expand the cemetery (historical importanceand need for plots) Many vacant/abandoned lots are available in the area for housing Mr. Simon stated thatthere will be a 90-day vetting and budget conversation; the project will not be funded for construction this year. During the current year, money may be set aside for design and public input/charrette period. The total costs could range from $2 million to $6 million, and the design costs will be approximately $300,000. Mr. Hendricks thought they might have to phase the project because of the cost, and there is a need to clear on their priorities. Chair Cross opened the floor to public comment. Willie Akins, 726 NE 1 Street, President of Heart of Boynton, remarked that District 2 has lagged behind on development for years. He wanted to make this park a priority and do something. He was exasperatedat the slow rate of development in the District, noting they have waited over seven years for this project. Mr. Hendricks said he wanted the park to be a $2 million project because he also wanted to see work on MLK, from Seacrest Boulevard to Federal Highway. 17 Meeting Minutes CRA Advisory Board Boynton Beach, Florida June 1, 2017 Chair Cross emphasizedthat $43.7 million has been invested in the Heart of Boynton: $29.7million from the CRA and $14.5 million by the City. She acknowledged, however, more needs to be done. Mr. Akins mentioned that Family Dollar was a 40-year-old project. He mentioned that at the meetingthe prior evening, lighting for the park and a water park were suggested. He recognized the project needed to be done in phases. Mr. Simon advised the Board members to add items they want to see at the park that are not listed on the survey. He suggested an interactive water fountain for children instead of aconventional water park (in order to save money). Motionmade by Mr. Murphy, seconded by Mr. Hendricks, toidentify the Sara Sims Park as a priority, to enter into the design phase now and put it in the budget for this coming year;they want the community to identify the priorities in terms of content of the park, and maybe to include baseball, aninteractive fountain, and other playground items. In a voice vote, the motion passed unanimously (6-0). 4.Consideration of Acquisition of the Boynton Beach Woman’s Club located at 1010 S. Federal Highway Mr. Simon advised he was approached by women who operate the Woman’s Club,who asked that the CRA entertain the opportunity to acquire it, take over its operation, and continue the work and events that happen there. The property is being offered at a “tremendous” discount from the appraised value. The building is a historical monument with a community history. He believed it could be developed with the help of the Woman’s Club and staff. Mr. Simon commented that between the CRA and the Woman’s Club volunteers, they could probably continue and even expand the events that are held there, perhaps hiring a staff person or sending out an RFP for an event management company. While parking is an issue, with the City involved, they may be able to enhance the crosswalk to facilitate parking at the Senior Center across the street. Mr. Simon mentioned that the women intend to use the sale proceeds ($110,000) for a scholarship trust in perpetuity. Concernwas expressed about the CRA operating or managing the events at the building. Pat Waldrup, 2613MangoCreek Lane, said she runs the historic preservation of the building, and will be managing the building entirely beginning July 1, 2017. Michelle Walter, Quail Covey Road, President of the Woman’s Club, introduced herself. 18 Meeting Minutes CRA Advisory Board Boynton Beach, Florida June 1, 2017 Ms. Waldrup advised that the building is a memorial to the founding father of the City, and she described the acquisition and design of the building. She said they are no longer capable of keeping up the building, due to a lack of volunteers/expertise. Ms. Walter said that the various rooms, meeting spaces, and ballroom can accommodate many events and can be maintained through rental fees. Mr. Simon remarked that the building couldbe phased into the City umbrella, and there would be restrictions and guidelines of ownership. He suggested perhaps the manager of the old high school could operate it, and foresaw development around Riverwalk spurring rentals at the Club. Perhaps therecould be a City/CRA partnership. Chair Cross wondered how it would eliminate slum and blight, and how the CRA would manage it. Mr. Simon mentioned there is a historic preservation element in the Plan, andthe building is registered in the National Historical Register and the City register. Chair Cross invited an audience member to speak. Mr. Karageorge spoke in favor of acquiring the building, believing it to bean asset to the City, noting thatthe CRA has precedence with the Little House. He advocated for an RFP for professional management, pointing outthe lack of staff at the CRA. Motionmade by Mr. Murphy, seconded by Mr. Maharajh, that theWoman’s Club fits in the historic preservation mission of the CRA and that the Boardrecommendspursuing the purchase and obtaining a management solution for operations. It was noted there are currently 75 members who pay an annual fee of $60, and some individuals contribute throughout the year. Mr. Hendricks advised that the CRA continue to keep the women of the Boynton Woman’s Club engaged. In a voice vote, the motion passed unanimously (6-0). VIII.Public Comment (None) IX.Future Agenda Items(Not addressed) X.Adjournment Upon motion duly made and seconded, the meeting was adjourned at 11:36 p.m. \[Minutes transcribed by J. Rubin, Prototype, Inc.\] 19 CRA FUNDING/USES FY16/17 FY 17/18 Rollovers FY17/18 FY17/18 FY18/19 FY19/20 FY20/21 FY21/22 FY22/23 FY23/24 FY24/25 FY25/26 FY26/27 FY27/28 FY28/29 FY29/30 Tax Increment Revenue 3%incr per yr 10,363,156 11,461,518 11,461,518 11,805,364 12,159,524 12,524,310 12,900,039 13,287,041 13,685,652 14,096,221 14,519,108 14,954,681 15.403,322 15,865,421 16,341,384 Marina Revenue 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 Fund Balance Allocation &Rollovers 668,607 - - - - - - - - - - - - - - Fund Balance Allocation FY15-16(Approved 6-13-17) 671,909 - - - - - - - _ - Project Fund-Release of Working Capital(7-11-17) - 500,000 - - - - - - - - - - - - - Total Revenue 12,703,672 12,961,518 12,461,518 12,805,364 13,159,524 13,524,310 13,900,039 14,287,041 14,685,652 15,096,221 15,519,108 15,954,681 16,403,322 16,865,421 17,341,384 Debt&Operating Expenses Debt Service 2,140,220 2,140,955 2,140,955 2,136,465 2,140,852 2,137,822 2,140,528 2,136,830 2,135,817 2,317,425 2,319,093 - - - - Operating Expenses 3%incr per yr 2,278,842 2,595,668 2,595,668 2,673,538 2,753,744 2,836,357 2,921,448 3,009,091 3,099,364 3,192,345 3,288,115 3,386,758 3,488,361 3,593,012 3,700,802 Marina 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,001 1,000,002 Sub-Total Debt&Operating Expenses 5.419,062 5,736,624 5,736,623 5.810,004 5,894,596 5,974,178 6,061,976 6,145,921 6,235,181 6,509,770 6,607,208 4,386,758 4,488,361 4,593,013 4,700,804 Tax Increment Revenue Funding Agreement(TIRFA) TIRFA Payments-Contractual Obligations Casa Costa(47.5%10 Years) 545,000 572,250 572,250 600,863 630,906 - - - - - - - - - Wal-Mart(25%Years 6-10) 60,000 25,000 25,000 26,250 27,563 28,941 30,388 - - - - - - - - Seabourn Cove-Phase I(50%-10 Years) 415,000 435,750 435,750 457,538 480,414 504,435 529,657 556,140 - - - - - - - Seabourn Cove-Phase II(50%-10 Years) 180,000 189,000 189,000 198,450 208,373 218,791 229,731 241,217 253,278 - - - - - - Preserve(75%Yrs 1-5;25%Yrs 6-10) 100,000 105,000 105,000 110,250 115,763 40,000 42,000 44,100 46,305 48,620 - - - - - 500 Ocean(75%Yrs 1-4;50%Yrs 5-7;25%Yrs 8-10) - - - 570,000 618,000 637,000 656,000 450,000 464,000 480,000 240,000 254,000 262,000 - - Sub-Total TIRFA Payments 1,300,000 1,327,000 1,327,000 1,963,350 2,081,018 1,429,167 1,487,775 1,291,457 763,583 528,620 240,000 254,000 262,000 - - Available Project Funds 5,984,610 5,897,894 5,397,895 5,032,010 5,183,911 6,120,965 6,350,288 6,849,663 7,686,888 8,057,831 8,671,900 11,313,923 11,652,961 12,272,408 12,640,580 Identified Projects: ROLLOVER CRA BOARD CRAAB BOARD DIFA-Ocean One-Phase One - - - - - - 480,264 495,176 510,535 526,354 542,649 559,432 576,718 396,349 - - DIFA-Ocean One-Phase Two - - - - - - - 391,417 403,520 415,986 428,827 442,052 455,674 469,705 322,771 Ocean Breeze East - - - - - - - - - - - _ _ - Town Square Project Funding 2,159,271 - 2,500,000 2,500,000 3,700,000 3,700,000 3,700,000 2,250,000 2,250,000 2,250,000 2,250,000 2,250,000 2,250,000 1,500,000 1,500,000 1,500,000 Old High School Stabilization - - - - - - - _ _ _ - Sara Sims Park - - 600,000 600,000 - - - - - - - - - - - - MLK Corridor Redevelopment 1,162,000 1,162,000 - - - - - - - - - - - - Model Block 450,000 - - - - - - - - - - - - - _ - Boynton Beach Blvd Design/Construction 600,410 - - - - - _ - - - _ _ - E.Boynton Beach Blvd Ext Improvements - - 125,000 - Property Acquisition 1,136,607 585,000 - - - - - - - - - - - - Cottage District-Capital Improvements - 70,000 - - - - - - - - - Special Events 413.000 - 578,000 508,000 - - - - - - - - - - - - Special Events-Community Grants - - - - - - - - _ _ - Woman's Club-Building Renovations - - 100,000 100,000 - - - - - - - - - - - - Economic Development Grants 784,090 - 100,000 390,895 - - - - - - - - Professional Services 782,200 200,000 564,000 516,000 - - - _ - - _ - - - - - Neighborhood Policing Unit 263,000 - 275,000 372,000 - - - - _ - - Community Standards Outreach Coordinator 134,000 - 134,000 - - - - - - - - - _ - - - Director of Economic Development - - 50,000 50,000 - - - - - - Site Work&Demolition 100,000 65,000 65,000 40,000 - - - - - - - - - - - - Community Workshops/Meetings 25,000 - - - Business Incubator Programs 70,000 - 125,000 100,000 - - - - - - _ - Community Clean Program 50,000 - - - - - - - - - - - - - _ - Marketing-Business Assistance 228,590 - 121,000 121,000 - - - - - - - - - - Housing Rehab Program - - 38,845 100,000 - - - - - - - - - - - - Construction In Progress(Completed in FY16-17) 275,000 - - - - - - - - - - - - - Sub-Total 8,633,168 2,082,000 5,375,845 5,397,895 3,700,000 3,700,000 4,180,264 2,745,176 3,151,952 3,179,874 3,208,635 3,238,259 3,268,770 2,352,023 1,969,705 1,822,771 Balance after line item allocations(should be zero)". 522,049 (0) 1,332,010 1,483,911 1,940,701 3,605,112 3,697,711 4,507,014 4,849,196 5,433,641 8,045,153 9,300,938 10,302,703 10,817,809 Total Project Fund FY 16-17(includes rollover funds)-Budget Amended 6/13/17,R17-01 9,933,168 "'NOTE:(1)CRA Board did not allocate funds to Special Events Grants,and(2)Marketing should be$121,000, not$108,000 due to calculation error. "'NOTE from CRAAB Board:Cut Community Standards Outreach Coordinator only if the position is absorbed by the City