Loading...
Agenda 10-10-17I Community Redevelopment Agency Board Meeting Tuesday, October 10, 2017 - 6:30 PM City Commission Chambers 100 E. Boynton Beach Blvd. Boynton Beach, FL 33435 561-737-3256 AGENDA I. Call to Order II. Invocation III. Roll Call IV. Agenda Approval A. Additions, Deletions, Corrections to the Agenda B. Adoption of Agenda V. Legal A. Consideration of CRA Legal Counsel's, Lewis, Longman & Walker, P.A. (LLW) Contract Amendments VI. Informational Items and Disclosures by Board Members and CRA Staff: A. Disclosure of Conflicts, Contacts, and Relationships for Items Presented to the CRA Board on Agenda VII. Announcements and Awards A. The 6th Annual Boynton Beach Haunted Pirate Fest and Mermaid Splash Official Proclamation B. Movies in the Park C. Florida Redevelopment Association (F RA) 2017 Roy F. Kenzie Award and International Festivals & Events Association (IFEA) 2017 Pinnacle Awards VIII. Consent Agenda A. Financial Report Period Ending September 30, 2017 B. Monthly Purchase Orders C. Approval of CRA Board Meeting Minutes - August 29, 2017 D. Approval of CRA Board Meeting Minutes - September 19, 2017 E. Approval of ContractAgreement for the Boynton Beach Holiday Tree Lighting and Concert Decor F. Approval of Driftwood 2005, LLC for Commercial Rent Reimbursement Grant Program G. Approval of Divine N Corp, d/b/a That's Amore for Commercial Rent Reimbursement Grant Program H. Approval of Divine N Corp, d/b/a That's Amore for Commercial Facade Improvement Grant Program I. Approval of Boynton Stretch, LLC for Commercial Rent Reimbursement Grant Program IX. Pulled Consent Agenda Items X. Information Only A. Public Comment Log B. Marketing and Business Development Campaign XI. Public Comments XII. Public Hearing XIII. Old Business A. Boynton Beach Boulevard Streetscape Improvement Project Update B. Consideration of the Purchase and Development Agreement with Centennial Management Corporation for the CRA Owned Property Located at 700 N. Seacrest Boulevard, a/k/a Ocean Breeze East C. Approval of the FY 2017 - 2018 Boynton Harbor Marina Dockage Lease Agreement (Tabled 9/27/17) XIV. New Business A. Boynton Woman's Club for the CRA Owned Property Located at 1010 S. Federal Highway Update XV. CRAAdvisory Board A. CRAAdvisory Board Agenda - October 5, 2017 B. Pending Assignments from April 11, 2017 CRA Board Meeting 1. Review and Revise Vendor Policy for other CRAs/Non-Profits (Tabled 6/1/17) C. Reports on Pending Assignments 1. Consideration of CRAAdvisory Board Member Attendance at the 2017 Florida Redevelopment Association Conference D. New Assignments from August 29, 2017 CRA Board Meeting 1. None XVI. Future Agenda Items A. Consideration of the Purchase and Development and Tax Increment Revenue Funding Agreement with Ocean One Boynton, LLC for the CRA Owned Property Located at 222 N. Federal Highway B. Consideration for Revision to the CRA Procurement Policy Including a Local Business Preference Under a Competitive Process C. Consideration of Parameters for an RFP/RFQ for the CRA Owned Property Located at N E 4th and N E 5th Avenues, a/k/a the Cottage District D. Consideration of Property Tax Formulas for Land Trusts XVII.Adjournment NOTICE IF A PERSON DECIDES TO APPEAL ANY DECISION MADE BY THE CRA BOARD WITH RESPECT TO ANY MATTER CONSIDERED AT THIS MEETING, HE/SHE WILL NEED A RECORD OF THE PROCEEDINGS AND, FOR SUCH PURPOSE, HE/SHE MAY NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDING IS MADE, WHICH RECORD INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL IS TO BE BASED. (F.S. 286.0105) THE CRA SHALL FURNISH APPROPRIATE AUXILIARY AIDS AND SERVICES WHERE NECESSARY TO AFFORD AN INDIVIDUAL WITH A DISABILITY AN EQUAL OPPORTUNITY TO PARTICIPATE IN AND ENJOY THE BENEFITS OF A SERVICE, PROGRAM, OR ACTIVITY CONDUCTED BY THE CRA. PLEASE CONTACT THE CRA, (561) 737-3256, AT LEAST 48 HOURS PRIOR TO THE PROGRAM OR ACTIVITY IN ORDER FOR THE CRA TO REASONABLY ACCOMMODATE YOUR REQUEST. ADDITIONAL AGENDA ITEMS MAY BE ADDED SUBSEQUENT TO THE PUBLICATION OF THE AGENDA ON THE CRA'S WEB SITE. INFORMATION REGARDING ITEMS ADDED TO THE AGENDA AFTER IT IS PUBLISHED ON THE CRA'S WEB SITE CAN BE OBTAINED FROM THE CRA OFFICE. I CRA BOARD MEETING OF: October 10, 2017 LEGAL AGENDA ITEM: V.A. SUBJECT: Consideration of CRA Legal Counsel's, Lewis, Longman & Walker, P.A. (LLW) Contract Amendments SUMMARY: The CRA Board entered into an agreement with the law firm of Lewis, Longman & Walker, P.A. (LLW) to act as legal counsel for the CRA Board on November 12, 2013 (see Attachment 1). LLW currently provides legal services in areas including but not limited to those concerning Board and staffing matters, agency operations, competitive procurement processes such as ITBs, RFPs, and RFQs, land disposition, contracts for goods and services, special events contracts, public records law, purchase, sale, and/or lease contracts, and compliance with statutory requirements. The contract rate for legal services provided by LLW has remained the same since November 2013. LLW is requesting that the Board consider approving an increase of $1,000 per month for a new retainer rate of $5,000 for general legal services and an increase of $20 in the hourly rate structure for shareholder counsel and $10 in the hourly rate for associate counsel services on project related items. The CRA Board approved annual budget for FY 2017-2018 has funding available for legal services in an appropriate amount to fund the request if so desired by the Board. FISCAL IMPACT: Fiscal Year 2017-2018 Budget General Fund Line Item #01-51420-201 and Project Fund Line Item #02-58100-213. CRA PLAN/PROJECT/PROGRAM: 2016 CRA Redevelopment Plan CRA BOARD OPTIONS: 1. Approve an amendment to the legal services agreement providing for a monthly retainer of $5,000 and an increase of $20 in the hourly rate structure for shareholder counsel and $10 in the hourly rate for associate counsel services on project related items. 2. Do not approve an amendment to the legal services agreement providing for a monthly retainer of $5,000 and an increase of $20 in the hourly rate structure for shareholder counsel and $10 in the hourly rate for associate counsel services on project related items. 3. Consideration of alternate terms as discussed by the Board. ATTACHMENTS: Description D Attachment I - Nov 2013 Contract with LLW for Legal Services AGREEMENT FOR LEGAL SERVICES THIS AGREEMENT, made and entered into this day of 013 by and between: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (hereinafter referred to as "CRA") AND LEWIS, LONGMAN & WALKER, P.A. (hereinafter referred to as "FIRM") WHEREAS, the CRA Board of Commissioners has retained the law firm of LEWIS, LONGMAN & WALKER, P.A. to serve in the capacity of general counsel to the CRA to provide legal services to assist the CRA in its effort to achieve its stated goals and objectives. NOW, THEREFORE, in consideration of the mutual covenants and undertakings and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties do mutually covenant and agree as follows: Section 1. TERM OF AGREEMENT The FIRM serves at the pleasure of the CRA Board; therefore this Agreement is not for a fixed term. This Agreement shall be deemed renewed and amended annually by CRA Board appropriation of funds for legal services in the CRA budget. Any requests for the adjustment of compensation shall be made once annually during review of the CRA budget. Section 2. DUTIES The FIRM shall be responsible for general legal services for the CRA including, but not limited to attendance at CRA Board meetings, real estate transactions, consultation with the CRA administrative staff; and such other matters as directed by the Board. Section 3. FEES AND PAYMENT FOR SERVICES The FIRM is to be paid by the CRA as follows for the services performed pursuant to this Agreement: A. A monthly retainer in the amount of $4,000.00 which shall cover the legal services of attending the regular CRA Board meetings, preparation for the Board meetings, staff and Board discussion and research. B. Legal services shall include, but not be limited to such services as prosecution or defense of litigation, representation of the Board before other entities, i.e.; the Board of County Commission, the City Planning and Development Board, etc., real estate transactions, drafting or review of agreements, contracts, RFQ's, RFD's, employment matters, and shall be billed at the hourly rate of $230.00 for partners, $190.00 for associates and $150.00 for paralegals. Page 1 of 4 C. In addition, the FIRM may bill the CRA for reasonable and ordinary actual expenses including, but not limited to, telephone, postage and copying costs, facsimiles, messenger services, and court costs, which will include but not be limited to, filing fees, service of summons, service of subpoenas, witness fees (including expert witness fees), court reporter fees, etc. D. The FIRM shall submit monthly invoices with summary description of services rendered or expenses incurred and shall retain records which support all billings. The FIRM shall promptly response to any inquiry by a Board Member or CRA staff regarding the FIRM'S billings. Within forty-five (45) days of the end of the CRA's fiscal year end, the FIRM shall provide to the CRA an accounting of the total actual hours spent for the monthly retainer fee. Section 4. DELEGATION The FIRM shall not delegate any of the duties and obligations undertaken by the FIRM without the CRA Board's prior approval. This Agreement may be terminated for any reason, or no reason, by FIRM upon thirty (30) days' notice of termination. When termination is by the FIRM, the FIRM shall arrange for the orderly transition of all legal matters being handled by the FIRM. This Agreement may be terminated for any reason, or no reason, by the majority vote of the CRA Board without notice. Within ten (10) days of the execution of this Agreement, the FIRM shall provide the CRA with proof of the FIRM's legal malpractice insurance at a limit of liability not less than $2,000,000 Per Claim, and $2,000,000 Annual Aggregate in a policy acceptable to the CRA and provide 30 day written notice of cancellation Workers compensation insurance is required and evidence shall be provided to the CRA of such insurance coverages. The CRA is public agency subject to Chapter 119, Florida Statutes. The FIRM shall comply with Florida's Public Records Law. Specifically, the FIRM shall: 1. Keep and maintain public records that ordinarily and necessarily would be required by the CRA in order to perform the service; 2. Provide the public with access to such public records on the same terms and conditions that the CRA would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; 3. Ensure that public records that are exempt or that are confidential and exempt Page 2 of 4 from public record requirements are not disclosed except as authorized by law; and 4. Meet all requirements for retaining public records and transfer to the CRA, at no cost, all public records in possession of the contractor 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 CRA in a format that is compatible with the information technology systems of the agency. The failure of FIRM to comply with the provisions set forth in this agreement/contract shall constitute a Default and Breach of this Agreement. If FIRM fails to cure the default within seven (7) days' notice from the CRA, the CRA may terminate the Agreement. Section 8. GOVERNING LAW; VENUE The validity, construction and effect of this Agreement shall be governed by the laws of the State of Florida. Any claim, objection or dispute arising out of the terms of this Agreement shall be litigated in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida. In the event of litigation, each party shall pay its own legal fees and litigation related expenses. Section 9. ENTIRE AGREEMENT This Agreement contains the entire understanding of the parties relating to the subject matter hereof superseding all prior communications between the parties whether oral or written. This Agreement may not be altered, amended, modified or otherwise changed nor may any of the terms hereof be waived, except by written instrument executed by both parties. The failure of a party to seek redress for violation of or to insist on strict performance of any of the covenants of this Agreement shall not be construed as a waiver, or relinquishment for the future of any covenant, term, condition or election but the same shall continue and remain in full force and effect. Section 10. SEVERABILITY Should any part, term or provision of this Agreement be by the courts decided to be invalid, illegal or in conflict with any law of this State, the validity of the remaining portions or provisions shall not be affected thereby. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed, the day and year first above written. BOYNTON BEACH COMMUNITY RE EVELOPMENT AGENCY Taylor au Z/ Page 3 of 4 LEWIS, LgNGMAN & WALKER, P.A. Page 4 of 4 I CRA BOARD MEETING OF: October 10, 2017 ANNOUNCEMENTS AND AWARDS AGENDA ITEM: VII.A. SUBJECT: The 6th Annual Boynton Beach Haunted Pirate Fest and Mermaid Splash Official Proclamation SUMMARY: • The Boynton Beach CRA will host the 6th Annual Boynton Beach Haunted Pirate Fest and Mermaid Splash on Saturday, October 21st from 11:00 AM to 9:00 PM and Sunday, October 22 from 11:00 AM to 6:00 PM. • This FREE event will take place in downtown Boynton Beach along East Ocean Avenue between Seacrest Boulevard and Federal Highway. • The event will have 12 areas of live entertainment and activities, which will feature: • Acrobats • Wheel Walkers • Magicians • Live music • Cannons • Gypsy Dancers • Pirate Reeanactments • Silk Dancers • Fire Dancers • Comedy Shows • Dance performances • Live mermaid encounters • Pirate characters • Kid's fun zones • A treasure hunt featured at the Schoolhouse Children's Museum (fee applies) • Additionally, the event will feature the Jolly Rogers Jamboree Parade, Miss Mermaid Pageant, costume contests, treasure hunt, a rock hunt challenge, and many other interactive activities. • There will be a variety of unique craft vendors, a variety of food and beverage options including craft beer available on tap from Due South Brewing Co. and Copperpoint Brewing Co. • There will be live music performances from some popular South Florida based bands, such as: Reggae Souljahs, Spred the Dub, Celtic Mayhem, Spider Cherry, Making Faces, Runaway Mile, The Rogues, The Holidazed, Rogue Theory, and the Black Velvet Band. • Visit www.bbpiratefest.com for more details. FISCAL IMPACT: FY 2017-2018 Project Fund, line item 02-58500-480 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Redevelopment Plan CRA BOARD OPTIONS: No action required at this time unless otherwise determined by the Board ATTACHMENTS: Description D Attachment I - Marketing Image 4' �-- [M PRESENTED BY I eR wry LHG @@LT`RA � �� '; GATER BV I I V I OI V ® xHeart SOD ,�t4 , F'r,CilCi„,�>��u�i, PALM BEACH STATE 'S\ BEACH oL�G p M1� FPLTHE PALM BEACHES t,tii S,.�n 't ZI )✓ woo w. x om ' New I S O J o U R N e r SunSmtiuel c f ��� CHURCH i�7IK,��omnSnnTi; �8 � LiE ACiVISOC.. I CRA BOARD MEETING OF: October 10, 2017 ANNOUNCEMENTS AND AWARDS AGENDA ITEM: VII.B. SUBJECT: Movies in the Park SUMMARY: • On November 3, 2017 the Boynton Beach CRA will host Movies in the Park with a screening of the film The Boss Baby. • This free event will be at the Ocean Avenue Amphitheater starting at 7:00 P.M. and run until approximately 9:00 P.M. • The feature film is rated PG and is categorized as a fantasy/comedy. • Movie Synopsis: In this movie a suit -wearing, briefcase -carrying, coffee drinking baby teams up with his 7 -year old brother on a mission to stop a villain from taking over the world with puppies. This animated movie is suitable for the entire family and has many laugh -out -loud scenes that can be enjoyed by children and adults alike. • Benches will be available for seating but guests are encouraged to bring beach chairs and blankets. • A trailer of select CRA district businesses will be shown prior to the start of the film. • Gift cards donated by selected CRA district businesses will be given away to guests through a drawing after the movie. • Food, snacks, and beverages will be available for purchase. • Free parking is available onsite. FISCAL IMPACT: FY 2017 - 2018 Project Fund, line item 02-58500-480 CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action required at this time unless otherwise determined by the Board ATTACHMENTS: Description Attachment I - Marketing Image I CRA BOARD MEETING OF: October 10, 2017 ANNOUNCEMENTS AND AWARDS AGENDA ITEM: VII.C. SUBJECT: Florida Redevelopment Association (F RA) 2017 Roy F. Kenzie Award and International Festivals & Events Association (IF EA) 2017 Pinnacle Awards SUMMARY: Florida Redevelopment Association 2017 Roy F. Kenzie Awards The Florida Redevelopment Association (FRA) for outstanding redevelopment achievements has recognized the Boynton Beach CRA. The FRA presents awards annually to projects that exhibit the best practices in Florida redevelopment over the past year. The winners will be honored during FRA's 2017 Annual Conference awards dinner to be held October 19, 2017 in Daytona Beach, Florida. This year, the Boynton Beach Community Redevelopment Agency (CRA) has earned the award for "Outstanding New Building" for the 500 Ocean Project. The FRA awards committee carefully selects the winners from over 60 entries. All of the entries embody the spirit of successful community redevelopment and revitalization. International Festivals & Events Association (IFEA) 2017 Pinnacle Awards The International Festivals & Events Association (I FEA) paid tribute to the Boynton Beach Community Redevelopment Agency for the Boynton Beach Haunted Pirate Fest & Mermaid Splash and Boynton Beach Celebrates MLK on September 14, 2017 during the IFEA/Haas & Wilkerson Pinnacle Awards Ceremony held at the 62nd Annual I FEA Convention, Expo & Retreat in Tucson, Arizona. The BBCRA was presented with 8 awards in the prestigious IFEA/Haas & Wilkerson Pinnacle Awards competition: Gold Best Event Website: Boynton Beach Haunted Pirate Fest and Mermaid Splash Gold Best Event Program: Boynton Beach Haunted Pirate Fest & Mermaid Splash Gold Single Newspaper Display Ad: Boynton Beach Celebrates MLK Gold Best Gold Best Single Newspaper Display Ad: Boynton Beach Haunted Pirate Fest and Mermaid Splash Boynton Gold Best Event Promotional Photograph: Boynton Beach Haunted Pirate Fest and Mermaid Splash Silver Best Miscellaneous Printed Materials (Multiple Page): Boynton Beach Haunted Pirate Fest & Mermaid Splash Bronze Best Outdoor Billboard: Boynton Beach Haunted Pirate Fest and Mermaid Splash Bronze Best Give -Away Item: Treasure Hunt Map and Treasure Box International contenders included such diverse event organizations as the Singapore Garden Festival in Singapore; RedFilo Events, Abu Dhabi, UAE; Destination NSW, Sydney, Australia; The Third China International Circus Festival, Guangzhou, China; Feria Estatal de Leon, Leon, Mexico; Ludwig Van Beethoven Easter Festival, Krakow, Poland; Cuckoo Events, Dublin, Ireland; Rotterdam Festivals, Rotterdam, Netherlands; Festival Lent, Maribor, Slovenia, and, the Ansan Street Arts Festival, Ansan, South Korea. Awards were handed out in 71 different categories in total including Best TV Promotion; Social Media Site; Commemorative Poster; Sponsorship Program; Green Program; Parade; Educational Program, Children's Program; Social Media Campaign; and, Merchandising Program and Festival & Event Management Degree Programs in addition to the highest award given by the IFEA in recognition of those Festivals and events who have a balance of all the elements necessary to ensure a successful event — the Grand Pinnacle. ATTACHMENTS: Description D Exhibit A - J Exhibit A FRA Award "Outstanding New Building" IFEA Awards Exhibit B -J Exhibit B Gold Best Event Website: Boynton Beach Haunted Pirate Fest and Mermaid Splash SUNDAY I1m R sten W su shy 12,00 Sioot.haw SpeolmW' 12:30 Hgh Hymg Fod..e.. o 1:30 NO. w WSky.. S1ootl`-Spit-W. 230 High Rymp Fod.. 11;00 0p.n ?.^�firafesal ue5lry i T_ SATURDAY 11 am:-. l pm amd 1:45. pm-5pm 130 Hrah Flymg Fad. e:aa High F"g Fod... SUNDAY SUNDAY Slam -1 pm a.d 1:45. pm-5pm Fuaus pt:the sky y mrpua.sus sky 11m Bpe.mpc�rm IyOB Hathieco.nm St.Hiectuctlae Slenf.11mw SpatxVar bn000 Show&BsrraO. .. &3Q HmM1 FIHym9 ,,F Fmd. 1:m0 t0.01.15 Exhibit D Gold Single Newspaper Display Ad: Boynton Beach Celebrates MILK Exhibit E Gold Best Gold Best Single Newspaper Display Ad: Boynton Beach Haunted Pirate Fest and Mermaid Splash Boynton Exhibit F Gold Best Event Promotional Photograph: Boynton Beach Haunted Pirate Fest and Mermaid Splash Exhibit G Silver Best Miscellaneous Printed Materials (Multiple Page): Boynton Beach Haunted Pirate Fest & Mermaid Splash )I^ CON T°INIJ01 j S LIVE ^ i'�'I'ERTAIN—NIENT UIQ. AWARD W1INNING LINE UP October 21, 2016 6 pm to 10 pm October 22, 2016 11 am to 10 pm Exhibit H Bronze Best Outdoor Billboard: Boynton Beach Haunted Pirate Fest and Mermaid Splash Exhibit J Bronze Best Give -Away Item: Treasure Hunt Map and Treasure Box I CRA BOARD MEETING OF: October 10, 2017 CONSENT AGENDA AGENDA ITEM: VIII.A. SUBJECT: Financial Report Period Ending September 30, 2017 SUMMARY: Monthly budget report to the CRA Board representing the revenues and expenses for the preceding month CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan and FY2016-2017 CRA Budget CRA BOARD OPTIONS: Approve the monthly Financial Report ATTACHMENTS: Description D September Financial Report a a m 0 0 m El a El N > z " O H X 0 0 0 � m LO o 0 0 -0 0 m o � 0 o m m o 0 0 0 - El - goo 00 0 LO o 0 Co 00 0 O O O L� O O 0 N L� O O o El � �a o �' m Co N M 0 M M 0 0 o II m m o m w a In o m o o II o �o m� o o o o o o 0 O II m o� m Ln Ln m o 0 o c� m of in c0 m o 0 of 0 0 o N c0 0 0 0 0 0 0 0 w H z H N a m m m o in �o E� O o c II c c- L c L c c o o- (Ii o� LI) Co 0 0 0O o 0 0 0 m o 0 o N o o c0 0 0 m II m m O m o m oo �o II II o � 00 0o oo II m 000 ooc o0 000 000 Ln 0 0 0 0 0 o II M o o o m o o 0 0 o o o o o o N 00 00 0o o o o o 0 000 LOoo o� ,�c� v o II �o mmo �c�m opo o(n moo Ln o o �nII c� o o �o m o o �n o (n m LI) o �o �n ,� o� �n m cg o� c� m o o m Mn m TLc') mcNL o2n MLO 011 m o oc- l co ,tel m10 oc�10 61 c0 0o m cg m of o N N o 0 o N N rl o- In m II ,� o m o Ln m In m m o N 0 N o Ln o m om II o Ln m o Ln m m c� �o o m Ln LO o o �o c , o� o o II m �c�o mom o,� o1�� moo 0 0 0 0 o rl �i of o 0 0 c0 0 o - o o o O �o Ln m m o Ln Ln Ln Ln Ln c0 o o N o 61 In m O N 0 m I m Ln I � X 0 0 0 � m LO o 0 0 -0 0 m o � 0 o m m o 0 0 0 - El - goo 00 0 LO o Q H O 0 Q W El � �a o 0 0 0 In z o 0 - 0 w a In o m m X 0 0 0 � m LO o 0 0 -0 0 m o � 0 o m m o 0 0 0 - El - 0 o iO D o m LO o 0 0-- - 0 0 c� LO -o LO 0 - 00 o iO- -c - � m m� o iO o iO o m a o c � �o m- M Ln c c Ln 0 o m � 0 m c� m o (n LI) 0 0 0 (n o 0 0 0 o, 0 0 0 0 oiOO 0 L') 0 0-- - 0 - m II o Ln - o ma o - 0 0 0 L ,� - N o �o II � M m� o Co LO o Ln o M Co o c � II m M Ln N N Ln o o o c - II c� mo m Ln c� 0 0 �0 0 ,� m- ,� m II m e ,� c ,� Ln o o u � II O a O z � x > > w H cn c4 a w w o H w w cn En w x a a o z w E, N U] W H 7 Cn z H U 7 0. H 0 Q w H c4 w o cn a z c7 w > z r� EEc� H c7 c7 c� w z w rx rx w El a w z z z H a www a El a �c�� ��� az zEl� H z z w z z z H w H o w ca H Haw w a H El El EEEl a a a W H a a m w El 0 W H El � �a o cn c� z Elw El w x a w H z H N a w E� O o H 0 o iO D o m LO o 0 0-- - 0 0 c� LO -o LO 0 - 00 o iO- -c - � m m� o iO o iO o m a o c � �o m- M Ln c c Ln 0 o m � 0 m c� m o (n LI) 0 0 0 (n o 0 0 0 o, 0 0 0 0 oiOO 0 L') 0 0-- - 0 - m II o Ln - o ma o - 0 0 0 L ,� - N o �o II � M m� o Co LO o Ln o M Co o c � II m M Ln N N Ln o o o c - II c� mo m Ln c� 0 0 �0 0 ,� m- ,� m II m e ,� c ,� Ln o o u � II O a O z � x > > w H cn c4 a w w o H w w cn En w x a a o z w E, N U] W H 7 Cn z H U 7 0. H 0 Q w H c4 w o cn a z c7 w > z r� EEc� H c7 c7 c� w z w rx rx w El a w z z z H a www a El a �c�� ��� az zEl� H z z w z z z H w H o w ca H Haw w a H El El EEEl a a a W H a a m w El 0 W H I I I N 2 00 0 0 0 � 0 0 o0 0 0 00 0 0]� 0 0 0 w w H o c7 'z Nc� c�o0 0� 00 00 0 0 H o 0 al cW7 x w a a �o oom �� ,�,� c�c� v o 0 ca 00 001� o O �n w cG w 0 M Ln o o� o� O ,H C O 'a a 0 0 N �o ,� �0 0 0 0 0 0 U rl H f rl rl rl rl �' a' N o W v O O O 0 v 0 v 0 v 0 v O 0 ca 00 000 00 00 00 O O O w �c4 00 00000 00 00 00 0 wx El O ElU z w vO 00m O O w 00 001� O O �n w N ry' w OO Mo,H 0� 0� �]� o o N Ln Ln Ln o O ry' o 00 In 'Z N cC 0. N N N o �o �vx w 00 H H O O (l] o v o 0 00 Lo v o o r] a x w x 0 0 0 0 0 0, 0 0 O� O� O O O FC m El a N o o o o r] r] o o LO� Ln Ln o o ,H N Ln Ln Ln m w w N xN 0H xa N w o N z o H 0 N ca O a w o x O o o 00000 O O 00 o o N w Ln Ln O O O cn w ca N H H O O o Q CW7 In In O O O O O In w z o o O O 0 0 z x In In m O m In w o o w c4 �o �0 000 00 00 00 m a ry' N ]O Ln H H O O O O O O O O �o z w H c7 C7 Ca r� ri Io �0 o 0 0 0 o O 0 H H h In m ,� o� o �o �0 0 0 x a O o 0 W 0 O cC P O 0 z z z o 0 Oce O �H z aw a z Hco z w w N 'Z z zH H N o x w o c4 x O O CH W 'Z 'W H 'Z H CH 2 W 0 2 �a a�W zw o 0 �z� off z � Qz z wH a c4 c�7 �zw�z �zry � N z w co w co w z wz o rxN r� w a as wa cn W H W c7rx x w H H Hz o > wcow zw x o, oa w H H wz w rx cn c4 c4 H c� w 'z N w >0 cn cn co H cn cJ El E�• H H w H O 0 O 5, O H 0 Z .H cC N U O Z'' w LO �o c7 cn H H Z, O N Z O Z 0 O O W U] Z. O Hl CC rl H H H Hl Z Hl W O Hl F( O Hl H O Hl W O ry' �H �H �H �H FC H FC H FC 0. Hl H FC Cu - < CC 1 H ry' N N N N H H 7 H H H H1 M H M H N I W O I H 'z O H I I I I H w 'x, H H cn O W 1 H cC H w- O U I H cC - O W I H Hl F( 61 7 rl W H rl 00 CC rl H H H 00 O CC U] W 7 H 'Z, O Z O U] H H O x rl H O H O 0 C4 H G -i H U ', 0 H m c7 i �n 0 r1 m N N z ,� � r1 ,� �O 0 0 0 0 �n G W H cw7 x w a c4 w 0 � mLO r1 L NN C a o 0 0 w z In o 0 0 In 0 0 m ca 61 0 0 0 61 0 0 61 w cG co 0 0 0 16 00 co w El N z N N N c� z w w o c� 1n 1n r1 r1 Ca w N w 6 6 H H 'z Co O N z o a vx w � N N c4 o O r1 00 o v o v o 0 a o 61 0 0 61 0 0 61 x w x FC m El a N o ,� 00 ,� o o w z x 6 6 6 m w w N > > a o z N w N z OEl Q w •• 0 w o o O x 00 00 0 00 0 w 00 00 0 LO LO LO cn w ca N w w c4 0 0 o v o v o 0 a N 00 0 0 0 1n 1n 1n LO LO LO z w 0 6i H z rx a 0 N � o z z c� w w a > w z w w a a cn c� cn cn w w Z> N H cn H c4 c� ac7 Nw a a w z w � a a N CO 'Z E� N w U " r4 O H CO H W U c4 > W W > El Hz ww w a > coEl w N z w a o -a 0 �0 1n 0 t� U z O o O CL H w El N i i i i i a i cn a 0 H Z 0 0 0 0 0 O o w N w w o o o o a co 0 0 0 0 a w 0 a F� W �l H ,� ,� ,� ,� El H ,� El 0 o � a0 0 0 61 ,mow w 'zoo 00 o o a ca a cn M c�inCD v0 o� �000 00 o cow o�co� me c 00 M 0 m 0 0 m cn - o Ln (n cn m o c o c o opo 000 oo Mo mz � -� omc LI) oLI) oo LI)- m1 - mom Ngo o(n 00 c (.c m -m m - m - - m Lnm oo o 0 c 0 0 0 0 c 0 0 0 0 0 c 0 c 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 00 0 00 0 0 0 0 0 0 0 0 0 00 m Ln c 0 Ln m oo mm1� w N m 0 0 cmc 000 a z m (n 000 oo 00 ca o o z o� cg cg w m m o - 1 o 0 w > H oEl a E 0 z o w H N z w El i w H oN, ci z H m o m o v cg a i � a o C, o FC w ca M c�inCD v0 o� �000 00 o cow o�co� me c 00 M 0 m 0 0 m cn - o Ln (n cn m o c o c o opo 000 oo Mo mz � -� omc LI) oLI) oo LI)- m1 - mom Ngo o(n 00 c (.c m -m m - m - - m Lnm oo o 0 c 0 0 0 0 c 0 0 0 0 0 c 0 c 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 00 0 00 0 0 0 0 0 0 0 0 0 00 m Ln c 0 Ln m oo mm1� w N m 0 0 cmc 000 c o o 00 oomLnm m (n 000 oo 00 o- LI),� o o o� cg cg c� c� - o w m m o - 1 o o rl o in N N N N cn o o m o m o v cg v o mo oom c�o1� c oc g o0 rc �o 000 rco� ooc� oo o z (n (n w co N N co ooo oLn ooLn o o o LnoLn oo � o o m o o m o o m o Ln m oo c� o c� cn cn cn 1 cn cn c l 0 0 co co 0 00 00 000 0 ,o ,o N N a w o c o o cn o c cn o 0 0 cn c cn c o � 0 o m o 0 m 0 0 m o Ln m 00 c� o c� l 0 0 N N c4 z w co co z co H > o w w cnzrx H c� H www z H cn a w z�> 0 H z 0 a w w Q a a H w w a O z a a x O m O z H H w a > a a H x H a> w 0x > w H w H x z x x H a H za w w cn c4 o wry' H w ww z a o w caw >w w a FCx Ocn z a w ax H co a w x x w Hoa Hw z a w HHCO a x w O a x Hw x 0 o z w z w w 0 z O H a s zo cac�� 0 ac� cnma >ac� HFCz cC o cn co w o cC O o cn o cn oa LI), a z o H w o a z co �D m m m m m h a y' O X 0 0 g 0 0 0 0 0 0 0 0 0 W O H z N N FC U] N N N N FC W N N N N N FC N FC H z r r H rl rl rl rl H H rl rl rl rl rl H FC rl H U o H H o cn i i H H H H H o c� i i i i H a H H H H H o a i i i i i H H H o H i H w rx cD00 a a wxoo a 00 a coa 000 00 co o U w Ca 0 0 N 0 0 �n co o N o o H z �o � o o o o �n o o � N o �n c� � o �N � o o o 0 0 w w H o o al In o N N o 0 cW7 x w a o In In o m A m o o m a v o � ca O OHO 000 OWN �n 00 0� w CC W o o in 61 in o in ,o in61 m of o co o o o 6l o ,� o� � o o o O 0 Lo w z v o o o o o o v o o o o o v o v o o ca o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 w a cC o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 wx El O ElU z w o m o o o In N v o In w o 0 0��� 0 0 0 0 0 0 0 w N ry' w Ln m m o m o m N o o Lo H In N H in In O in c Ca t� O FG' vx w � N N o O In 0 o o o v m m o o v In v o In O m 0 0 0 o o N x w x c�cGw ry' m 'ri El a N o0 o Nmo oo o m�0 000 Ln N 00 In In w x> o o N m w w N > za zNw o N zc� N ca r� w o x w ox O O o 0 0 o o 0 o 0 o o o 0 o o Lo oLoN o o N opo oo 00 o 0 cn w ca H w w NN N O - m LI) OO N m mN Lo m w w c4 LN LN o o o o o c o o o o o v o v o Ln a zw Ln LI) Lo o Lo N o o N N o- m Ln o o o- o o o Ln m m N o o Ln Lo o m N O in (3 N ,� ,� l0 ,� ,� c o rx a O cC z co w N `o 0 co co N > 0 w z z x w w w co co 'Z, co N co co FG' U co > > 0.i El H W cC cn W 'z 'W N O H Z cn H H cC co ww coa 0 u N o w aoz aQ a x o a z o 0 z N w a w a > a a H x H H x z a> > wrx > z w H w N rxN wzx r�r�z z N a x cnc4a a N zz N z w w w o H w w w H z o w> w zcow a z w co co w xw NN x0 Hw z zco axw Ha x4 Wam OW co Hw o N z a x w z az O co w w co xaz Q W w z O W w 0u co a O N a a wa w z w >O N a Q N w z O co z o LN o o Loo Lo a z O H a' o c4 co O O O N N N N cC ,� N,, a m m m m m h w o a y' O H Ha a U H Ga O cC W 2 W �l iN W N L Ca iN iN iN iN iN iN W N N N N N N1� iN iN iN iN iN c] W iN H N zw 'z z m< com m m m mm al w mmm mmFC a mFC H al w N z- Nax N H N a N N za a rC O Lo O cn i N Lo Lo Lo Lo Lo Lo O c� i i i i i i N a Lo Lo Lo Lo Lo O a i i i i i N N Lo O � i N w c4 O N z a cC cD0 a' a o 000 00 xa 000 00 o w o w ca a a co c� ca N N N Hz NN N w w H N N o�o x cW7 x w a a v o 0 w cC w o 0 0 c� al m m m w z v 0 0 0 0 0 w a cC 00 0 ry w H m O H x c� z w v o 0 w E H H Ln n H Q - o o H a 00 00 0 0 z0 x a vx w � H H o O In 0 v o 0 a o 0 0 x w x x El a H 00 0 wcoz x H m w w H E,a o E, "I N zc� rw o x w oa x 00 0 w n n n w 0 W H H H w z ca In In In w w c4 v o 0 a ry H z w H c7 n n n c7 ca m m m rx a O W U CC W O U � cC El W H co W H cry 0 U O FC W H ca w a O � cn z x � a w H w 0�c o -a O c4El cn El N x 00 H H o H ca a C7 U LO �v� U U El w w H o�x cw7 x w a c4 1� C� o O O w C C C C w z 0 0 0 0 m o o m m w a ry w o 0 r� o M H�Q o o m m m O N z w w o 0 Ca w N y w O N O N vx w � N N c4 o O a C o 1 x w x 0 o ,� 0 0 FC m El aN o0 w x o m w w N > > xN z N w El 0 rw o w o O x 00 00 0 w 00 00 0 cn w ca N w o0 00 0 0 In o O N N w z ca In o Lo n w w c4 0 0 0 0 a 00 00 0 2 00 00 0 w H r- O n N N c7 ca (1) o - O O rx a O W z x W co wco a N co w x 0 U w O N cn c7 u c> a w > > c4 � a N N >E, w 0 0 w H Q u cn cn c� a FC Q w N 0 0 N > Q a a 0 z z O O w 0 w 0 0c� O o 0 o 0c O El a a w w a 0 0 N w i i N N o a rD 00 0 'a o 0 0 o a ca a 61 U' f N N 61 H z o�m o�o N� 0 0 N m0 0.W H o o co �; m co to m o co m m o o in in � x cW7 w M0 vO (1)Lo0 v� w cG w o 0 00 0� co 0o m co o m N m o In o O In in In in o ,� r� rn w z c�0 000 0 O 000 0 0 ca o0 000 00 0 000 00 0 w a cC 00 000 00 000000 0 El N N N H n o 0 0 z w O m c O in O w N N 0 0 0 0 1� C o O O Ca w H ry' w NN 00 0 LnO o� H Ln O Opo H 0 0 N N N f c`"1 61 l0 61 C ElO zN rx a 0 O r� v O m O O v m LO O v O a oo moo oC� o Novo oN o x w x FC m El a H moo 0(l) m Nmo o0 o w x H N 0 o m ww H xH x a H w 0 o H z 0 H r� w •• o x w 0 ox O In In 0 0 0 00 O 000 00 In Noo oN o opo 0- -m w w w "L m C m" m L C �o w z ca o o ,� N w � x w c4 m m 0 0 0 0 0 0 0 0 0 0 0 m El N00 ON O 0-0 0 - Ln M M �o c7 ca o o ,� N rx a O c4 z El w cn H 0 co H > 0 w w cn z rx H c� H cn cn c� z cn cn cn a c7 a z> o H z w w x a H w wad a Oz a H a x0a z w H w a > a a H x H x a> > w H w H Ca x H a x N Z, W W cxf] �4 O H z cn ow> cn c4 w rx c� w w a rx w a c2 cn H w z a H 0 o a w Q a u x a o 0 w wrxw u cnza cow w amo wco z x x w Jaz > o H azQ c�� 0 o U�x 0� a Q w z 0 G -i CC 0 co0 in �O f� 6l U O O O in in o a w o c4 ON N N N c (n(n (n h m m m m m h a O a f� F( H a a1 U] 0 0 0 0 0 'X� H W H a O U] w W H H El H H El H H H H H El H rl H H H H H N I Z cC F( O O 0 U] I H O U I I I I H 1l O P -i I I I I I H H w H CC O H a C4 0 C4 0 0 0 0 P 0 0 0 0 0 a a 6l H W W O '� 0 0 0 0 D o 0 0 0 o � ry' W O CL Q P -i P -i co U Q N w w H o�� x cW7 x w a c4 o 1� 1 w 1 0 l �o m o C m o w z 00 0 L 0 v0 c� ca o0 C , C�o0 0 00 0 w a cC ry' w 00 00 00 o 0 00 o o z z EH '.7 0 In z w w o m o 0 o m w N w o o o 0 N o Ln o c� � o� 1El o O 0 c o O r� 00 m a oo �OC� Mo1� x w x x w � 00 L 0 m o o m o FC m a N �n �n �o ,� mr� m ,� 0 o m w w N > xN0 x a N w o N z N N 0 o N ca w •• o x w 0 ox O 0 00 0 0 0 0 00 w - 0 00 00- o 00 � cn w ca N oo LOo o. o�O o 00 �O z z7 m in O in in in in in O i0 Ino w � x w c4 LO 0 00 0 O o v o �O a -0 00 00- 0 00 2 00 Lo 00LO 0 00 �O z H c7 m ori m o m 1 m m o m In 0 rx a O Q H co O U U O U] W z z > ww w N wcn'Wz aw w El 0 o0 wCO z N w cn z �zx z z E, El z a o z z u z a z z z z z N N ca w rya w ry � N c4 w rx CC 2. H H H H Z Q U W CC O U] W W 0i O 0 U 'z 'W O c� caa z o a x 0 a�rx warx a x w a ax w H N H z H N 0 0 0 i 0 o a 0 0 0 O o 0 0 0 o In r� ',� HP., U] ',�' H 0. � cn 'z caoo 00 00 0 o w N cn � W LO LO W H El H ,� ,� ,� ,� ,� ,� H ,� ,� El F( U 0 a� �0 N w 0 O N of l a w rD00 00 ',mo0o 0 00 00 a0 0 xo o a a ry' w 0 o m Q ca a co c� ca I H z 0(l) o w w H o�� x cw7 x w a a 0 �c� �o LO In ,� mo� � o ca oC� C� C m w fx W O (o O (o 0 o c1 0 6l tg o tg o o C C w z 0 0 o c 0 0 0 0 0 c 0 0 ca o0 00 0 000 00 0 0 w a cC 00 00 0 000000 0 wx El O ElU z w o 0 w N FC w oLn H Ln 0 o 0 o LI) o�C C� 1 O O O In iO O f vx w � N N o O rc 0 o O o O m x w x U C4 W FC m ✓� ✓� aN O oo l0 In O o� � O l0 o a' o 0 o 0 O w z x> O 0m o o m w w N > cC N0 H ,� N o on E, a E, "I O El zc� In N ca r� w o w o O x 0 0 0 0 O 0 0 0 0 0 0 w 0 mo In 000 goo 0 cn w ca N w w O o � O C� o o O o ca C7 0 in In o w z ca In In In 0 w � w c4 0 0 0 v O 0 0 0 O v O o a 00 mo In 000 X00 0 2 O0 0-- 00 O 0 w H C7 o co o� co ,� C r N m o c7 ca m m In 0 H x N o rx a O � x x rx a w x w w 0z a ww wo > w2 co w co co co N N w co H z co N H N w a co H U a a s co w a O co co w y ww au El ww aN� ww co z ccou0 wQ H wa yw o wa0 H y co Q w zz— UEl x az w z N N a Q H w O x z w a x zO r4 r4 w OroCO a wwN x co wa a w o w N a w N a z o� w o� ,� N U o O O O O 0 In In In In In OEl a cC 'z caoo 00 000 0o w o N w 'z w wmm mm a co cn mmm mm a a W F( El H rl cO rl cO H rl cO rl cO rl Fl El o, cz rx OO OO 0 O a OOO OO 0 o N o 0 N I i i i i N a i i i i i N � N x a 'rD 00 00 xa 000 00-0 ary ca a co c� N C7 6l u) N El 0 LO M LO w w H x cw7 a w a 00 rc ca o 0 0 0 o w cG w 00 0 -In m w c� 0 0 0- � 'nrc 'z o o� c� C C C c•-� o In w z 00 0 v 0 v 0 v 0 0 ca o 0 0 0 0 0 0 0 0 0 w �cC 000� 00 00 FC w 0. 0 O O O O N x z w 0 0 M w 0 0 0 0 0 0 0 W N FG' W O tg in m m 0 0 N N Ca U m c� o� m 0 0 �n H �o Ln f� t� O vx w � N N 0 O rc o 0 o v o �o x w x w �El El 00 00 0 In In wcnz xH �� m w w N El o z N w N z OEl Q O a w o x O 00 00 0 00 0 0 0 w 00 00 0 00 0 0 0 w w w Ca C7 rc � rc w w c4 0 0 o v o v o v o 0 a 00 00 0 oo ono Ln 00 o0 0 0 0 0 0 Ln 2 w H x rx a O z w w N c� z a 0 a N ate,' g: w cn cn co U 0 El El C) O a OO w w aa,' 0 c4' H O a N w N x N w N w H O O w w O N x a z a N z NNS aaz Q as w a W U N N Q w z a x 0 0 o o w w w N N a a H w E z w N a c N x G -i zoo -Nu o a 'Z o ff 0 o 0 O �l H a 0 O o rc a w o a I O t� El El P., cn 'x' U u U FC 'z caoo 00 o wo Ln Ln Ln FG' W Z El H rl cO rl cO H rl E' cO El LO LO LO LO 0 0 El LO 0 0 i i N a i N i N N o� O a w rD 00 00 ',� 0 0 0 0 a 0 c o a o o 0 o c� ca a co u c� a � N 2 0 0 0 0 0 0 w w H O z 0 0 0 0 0 o cw7 x w a a v o 0 0 0 0 w xw 00 0 w c� 0 0 0 z o 0 0 a a o 0 00 0 0 w z v 0 0 0 0 0 w �cC 00 0 Fl w 0 0. O N x c� z w v o 0 w o 0 0 Ca w N w 00 0 N U H i H 0 vx w � H 0 c o O rc v o 0 a o 0 0 x w x w m � a N 00 0 wcoz x H m w w N E,a o N w N z 0 oEl Q w •• o w 0 o O x 00 0 wo 0 0 'I w N 0 w o 0 0 0 0 0 w zca o0 0 w w c4 v o 0 a 2 00 00 0 0 w H 0 0 0 0 0 0 rx a O co z rx w w a co x w N w � a N z N H w u O co a U c4 El Hz ww w w z x o c ux z a w N H 0 w 0 N o a 0 O o ZO U a O U 0 z � El El El 0 0 El i N N i N N a x 0 0 0 u ca a w c4 x N H El Q C7 v v rc �n o� I M o M H z o o LO Ln N M o (1) o o w w H o c7z oo mLOo m c� coo m LO m x cw7 a w a � � o o rc v rc o c� c� o v o � o 1� o o �0 0 m �0 0 0 w o m LO o 0 co m o o LO o� o M o O o �o o w z c�0 0 000 0 C) 0 00 00c� 0 0 ca o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 w a cC 00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 wx El O ElU z w �o �o o o m c o m o � o In w o 0 0 o M rc o 1 m o o Ca w H w o 0 0 m o 0 0 m H Ln LO LO o LO Ln m o l C M 1 Ca t� O FG' H a o o zN rx a w H 0 c o O rc v o 0 0 o 0 o o 0 o v� � a o 0 0 0 0 0 0 0 0 0 0 0 0 0 x w x Ln Ln o Ln 0 0 0 0 Mo 00 Ln M LO H M Ln w cn'z x m w w N > > xN z �� xa z N w o N z o N ca w •• 0 w o o O x oO oO 0 0 0 0 0 0 0 0 00 LO 0 0 LO w LO LO o ooLO 000 LO o 0 - �n cn w ca El w w 0 00 c� oCo (I L I'No l C ca C7 00 Ln Ln Ln w w c4 0 000 Dov o 00 LO ov LO a ry' H LO LO 0 0 0 LO 0 0 0 LO oCo 1 o 0 0 N0 �n z w H C7 00 �o �n Ln Ln � ,� Ln c� ,� ,� �o of c� H z � rx a O H co c4 z o a z co U U w co co H s OW 0 a El > 0 w m m w z H H a w cn cn U', > cwn cn cn a' C7 H cn w N z '.w� > 0 H H z cn H ww r4 c4a a O El w w a zaN a x O a z w H z awa co >x as HxH x a a> w >H w w H w a El c4 c4 z x a z x El a a a N zw wH c4 O H w H 'zco CO H CC W CC U U W �l CC W El O w> w O a z w a w x w El 0 o HwE, U> z CO z a O w Ha x2 w a a O w co O z 0 w O 0 W o co a0 H El a w >oEla w w c4 o co z m O o o iO o iO a 'x o -a w o c4 O Ln O m m m m m z O 0 c'7 z a o ca0 000 000 00 000 E, o wz w w o a wo 000 000 a cnoo 000 - w �' �' �' �' �' H W E� E4 z El t� � � � � � � El H � � � � � El U N i x rC 0 cn i El 0 i i El 0 0 El x a x c 0 0 0 0 0 0 x 0 0 0 0 0 a o� ,wry' w 0 w o ho 0 000 000 co 000 w o 'z ca a a co ca U' N N rl 6l l0 In H z cg�o 0 - �,� � o�m 0 o00 G W H o cW7 x w a o o (.) o o C oC o � o o o� O O (� w 0 0� �o � M o o w m m N O o 0 N N O m m In c� co m In co w z v O 0 0 v O O O 0 c 0 v O 0 ca 00 000 O 00 000 O O O w a cC 00 000 0 00 000 0 0 0 wx El O ElU z w 00 m0 0c m w O O O O o 0 0 w H ry' w 00 O o 0 O N 00 LON H M M Ln o - Ln H m m m a' Ca t� O zN rx a w x H H c o O m 0 o 0 In o 0 0 In 0 0 LO O O c� O O O O O O O x w x 00 Mo 00 m o 0 0 FC z a H m w w H xH 0� N xa E, "I o H zc� H r� r� w o x w ox O 000 O 00 0 0 o O O o00 0 oLO o o cn w ca H w w Ln r O O �o 0 0 0� z w z w w c4 0 0 O O O 0 0 v O 000 O Oce L00 O O ry' H - LO O O �o z w 0 0 of H z rx a O cC cC FC O z a a w cn cn co H > z o co w w z x H El H H w w z H a z w a z o H z w a co w w co H a U H w a a O z a a x O a z w H w H w a a s H x H x � a> w rx > wHw H rx z x Q z x Ha cn rx a H z z cn H H z w w cn o ry H w w w z H z cn cn c4 c4 c� w a c4 cn z a H w z w a w x w H co z w H a cn 0 W a a O H w x z o w c� ca a c�wz cnwry co ww zow Haa a FG' co w > o H El fz H w H H cC O co z m O O LO O a z O H c� O z a w a w O c4 w O U O Ln In In In In h O a a y z O w a H co O W W W O W 0 0 0 co FC co 0 0 0 0 W O F( H FC I W F( H El z LO H LO LO LO H El H f LO LO LO H El ry' LO H U H o� CI H cC O (I O (I (n (I O 1l (n (n (n (I O H (I O w O N I U F( U] I H U I I I H P -i I I I I H H I H CC H 61 coi W W 0 D0 0 0 0 0 0 0 o W 0 co Q P -i P -i co U Q N H 'Z, H e n l0 N D N (`') OM 0 61 6l Ga W H O C7 'z N N N �o M N N N O N 0 M In m N LO N o m 0 m In x z7 w a ca o�mo M nom opo w C�o 000 0 0 w c� 0 �o� ,�� N,��o 000 O C N M O N O U In In Ln N In z 0 0 w z 0 0 0 0 0 0 0 0 0 0 c O 0 ca OOO OO OOO OOO O O w a cC r�oIn ori 000000 n n r� z z N O H U z w opo o�m o�mo� oN0 m m w o 0 0 o N m o 0 o m m W H FG W C� O n �' N ,� (� O in O 0 0 H ca c� LO �n � Ln � �o N m � m o 0 C, O O M c� O O Ca t� O FG' ry' o H FG r� O vx w � H H c o Ori Ngo opo Noo o LO a ONO opo OOO ono xwrx FC m a Ho� n w cn x H 0 o m w w H xH N za H 0� N N N O z El z O a w o x O m O O 00- 0 0 0 w 0 00 n n- 0- 0 cn w ca H w w C n O O N ,� O n O O O ca C7 N o� In N o� ,� m in in IO IO w z In o In In In N N w w c4 -� N o 0 0 0- o o c - a 0-� O O n n 0- 0 - C n o o" O in 0 O O 2 z H C7 c� of m c� of � ,� m in in co co rx a O H ^ W FC f6 U �n o c7 cn cnw w ww a z w NEl 0 z a � a azz cn zz zz Caz N w rx H o O w w H z c�z zea H w a �zH> ww H Hcn HFC c4 w Q w x x a a 0 z U U" W H H CL O W w 0. El z4 wco w z HzN zzz w w N H a w w O w w H x z 0 O z w x W w > O 0 0 o 0 w w cC LO N rO LO n �0 LO LO co � 0 oa W a FG Ln w ---LO LO LO nn LO LO LO--- neo- cC co ,� ,� ,� ,� ,� ,� ,� ,� ,� ,� ,� W a 'z m Ha w H Z O O O O O O O O O O O o w w w w 0 0 0 O O O O O O O O a O O O O O O O O O O O Z E a W El H 61 61 61 61 61 61 61 61 61 61 61 H H O, N c0 I a a 0 o nnn nn nnn nnn O H O H a a x H H H H H H H H H H o00 00 000 000 0 0 w ca a N H z 0 0 o 0 0 0 G W H O C7 z 00 0 H ao x cW7 x w a a v o 0 0 0 0 w cC w 00 0 w c� x a c� a w z v 0 0 0 0 0 w a cC 00 0 wx E, O ElU z w v o 0 w o 0 0 Ca w H w 00 0 H U N N N z N N N O El 00 0 vx � H H o O In 0 v o 0 a o 0 0 x w x x El a H 00 0 wcoz x H m w w H rxH z� x a zHw o H zc� o H r� w •• O x w 0 oa x 00 0 w N N N cn w ca H Q cW7 N N 00 N 0 w N N N w c4 v o 0 a ry H N N NN N N z w H c7 0 0 0 rx a W U H CC W H W U] Q W O cn W H C7 H H O U 0 W H W > N � Q zw P -i CC G -i H W cn w z r o w U a w U x M H 6l a W El El > z o o Q may' may' 0C~* -i -i 0 w cn Hcn a o� H a0 H O N i H ry H w i H H o w w w H o o ca ca ca 0 N U' N N H'z 0 0 o 0 0 0 0 � II o G W H O av o 0 o II o 0 0 o N II m w cC w o0 0 z II o U FC �o II �n z Illi � u v 0 0 0 0 o N II N w a cC 00 0 IIII El �Q O z N N H z � Illi w u v o o w o 0 0 0 Ca w H FC w 00 o In H �N a, m NN N o IIII m y' x x HH c o O m 0 0 0 a o 0 0 II x w x 00 0 u o II w cn El x H IIII m m w w H >II x H u N z H w OEl 0 a Q z w I I • • 0xx0 �- 00 o N II o z w � :Illi a Illi a 00 0 o II z w ;IIII H c7 NN N � II rx m u H II H I I O cC � W � Ga H � � H rx a w cn H �z a a ca w H rx cn w � w c4 x o c4 w w aHH c4 w z N rx a z w w rx a a w z rx cn H � 0 o H a a c�Mx E ca w 0 El O w O 2. W El W Ga H 61 H H N Z a a O I W H o H a z El W N o w o ff q 0 H m 0 0 0 g N 0 0 0 m 0 0 0 0 N N � M 0 � � o 0 M o M o O 0 In 0 0 0 c 0 0 0 0 0 0 00 00 0 M o c (1) � 0 0 m 0 0 0 M o o (1) o 0 0 o c o 0 00 0 0 00 00 0 00 0- - N N 0 0 m m w o w 0 0 0 m m 0 0 Ca H ,� Q CW7 o ri ri H w cn x w O z w W 00 0- - N N 0 0 m m min moo � moo m� c� c� ri � m o o m � o - � O o (1) o O o � O o 0 0 m o c� ri - - o 0 o m N � O o 0 m o (1) c O o - o m 0 0 0 (O m 0 O �o mo m 0 o m o o m m o 0 1 C 1 0 Lo ri O N m o - o � - O M o O 0 M O o - c c o O - m m o O N I' O m o H co w w o w c� c� H o H w cn w O z w W H cHf] W CC �4 w w >> N rx H min moo � moo m� c� c� ri � m o o m � o - � O o (1) o O o � O o 0 0 m o c� ri - - o 0 o m N � O o 0 m o (1) c O o - o m 0 0 0 (O m 0 O �o mo m 0 o m o o m m o 0 1 C 1 0 Lo ri O N m o - o � - O M o O 0 M O o - c c o O - m m o O N I' O m o H co w N U' l0 N Hz 0 o0 0 0 0 0 0 0 00 0 0 0 0�0 0 � G W H O ca H o N N x cW7 a w o o v o � w 00 � o L 00 �o LO � w z N N N v 0 v 0 v 0 0 v 0 0 ca o0 0 0 00 0 00 0 w a cC 00 00 00 000 0 wx E, O U z w o o v o r� w 0 0 0 0 o N N 00 0 00 0 N 00 N N cD LO L� O N In N In In N N N N LO zN rxa NN � vx � N N c4 o O o v o v o o v o 0 a o 0 0 0 0 0 0 0 0 0 x w x 00 0 0 00 0 00 0 m a N wcoz x m w w N > > xN z za z N w o N z o N ca w •• 0 w o oa � O x 00 0 0 00 m 0 m w o 0 cn w Ca N w c4 v o v o v o a o a 0 O W W U] 00 W O O U W z z 0 a 0 0 0 0 El o H www z z c7 oEl ww Oz u "- w z > z O z �a �a H a N z "- z N a a a w w a W w H N z z z> w H> N w o x N a s w a W W w > N 0 z w w z w z x o, wcnN w zN w cn cnc� Hx rya'w w OEl H cn U El N w w w W z z 0 o z 0 'z�G' o N o w W co o W 2. O~ 2. O <0 0 > o h cn a 0 a > w 0 a a' o a H o o a w N O w FC a' O 5, ,� a,' a,' w - m < cC U H l0 H M H 61 M H N W H IH cC W cn - O W I H w O U H c4 O W H �l FC > U] N H > N U] N x N N H o 'z Z o H o N 0 0 O 0 c4 w H H ', 0 N 000 N 000 In 0o � r� ,� (1) O �o 0 (1) Oreo N� O O M O o 0- o M 0 0 0 � 000 00 O � O O � Loo Lo o o o - N N o L 0 m0 N - o Ln o � (1) O NO m - m o o o (1) Lo m o N om o v m O N O o Lo 000 - - M o 0(l) 00000 0 - 0 0 - O -N Opo mO(1) ON 0 - LO M m O O N O Ln M H w Ca w H w H Ca U H O - H ry o 0 I a zN z rx a � w x H H o w O c� 0 a FC xwrx H z o z w w z x H m w w H xH z a 0El o H zHw zc� 6 N i 0 0 O W f� H r� rw o x 0 x x o w cn Ca H a w x z � z w c4 000 N 000 In 0o � r� ,� (1) O �o 0 (1) Oreo N� O O M O o 0- o M 0 0 0 � 000 00 O � O O � Loo Lo o o o - N N o L 0 m0 N - o Ln o � (1) O NO m - m o o o (1) Lo m o N om o v m O N O o Lo 000 - - M o 0(l) 00000 0 - 0 0 - O -N Opo mO(1) ON 0 - LO M m O O N O Ln M H a x H H w w w o a O co El H W FC f U 0 W H z o z w N O H 0 z of a H El I W P 6 N i 0 0 O W f� 000 N 000 In 0o � r� ,� (1) O �o 0 (1) Oreo N� O O M O o 0- o M 0 0 0 � 000 00 O � O O � Loo Lo o o o - N N o L 0 m0 N - o Ln o � (1) O NO m - m o o o (1) Lo m o N om o v m O N O o Lo 000 - - M o 0(l) 00000 0 - 0 0 - O -N Opo mO(1) ON 0 - LO M m O O N O Ln M H in C7 m �o �o El w w H o cW7 x w a ov LO O w w N o v (1) O O M w a o 0 0 o ryw �m o r� N a O z l C o N N N O (1) w N N O N O N w (� o Ca w N w o H Ca t� O FG vx w � N N c4 O O 00 O v O a O O O O O x w x m 0 0 0 m o wcoz x H o m w w N xN z� N z N w0 El OEl Q rw •• o x w ox O 0 O O w 00 0 cn w ca N 100 ON C Q CW7 ,� N IO N OIn 0 w c4 m O U L a o M O- M 0 M 0- M z w H N Io m oIn m LO ,moo LO LO cC m N z w cn o w w H c c4 N N H 0 O 0 rx o Q w H w w ca c4 c4 o �a N N a a z Q 0 El a ax wQN �El w r� w GHz Ha x El 0 N N l0 H O U] � 0 0 W O O O O U '.N7El O w 0 h w O O O O a N Via' �M a' o� N a N H cC F( N LI) LI) LI) LI) O H I I H CL CL CL N N N N 6l N ry' W ry' o 0 0 0 O U Q U N m U El w w H o�o x N x w o ca o w w z 0 O v O o 1 o 1 w a cC FCw o ,� o m m m O O O O U z O O O w w o 0 0 0 N O FG o In 0 In In >- >- o �0 0 0 H In 0 N 0 0 In 0 In a 0 0 0 0 0 0 m m m m Q w 0 0 N N z ,n o mIn In In In m 0 0 0 0 0 0 m m m zw 0 0 O O O ONOO 0 c7 ca o 0 0 rx a N z w z c7 a 0 El w w z H a w w z z w H N a a z Q o N w N H U" w z N a w w w z z w a 0 x a w o a rx� � o H w z w 0 0 0 o 0 oM O El El P�-i cC E' O O O O I I H O H o a a o o o o00 o w ca c� w c4 co w Ca w N w N Ca U H O - H ry o 0 i a zN rx a ' w H o 0 a O In 0 El a Z W xwrx z a w a N w z x H m w w N rxN z� x a zNw o N zc� N ca rw O x x x 0 o w cn Ca N � w � w c4 w c4 co N H ca ca c�7 w N z o a w a w O co Q El N a El 0 W O Z W 0 El O z a w El of N a 0 � o a o 0 o a w ca ONNM O O 00 MM 0 0 0 o 0 00 o O o 0 0 0 7 o o o m 0 0 o o N c O o o co 0 m - 00 0 0 0 0 01 0 0 0 o 0 0 0 0 � oO mrnm oO � O 0 0 (1) o to LO 0 61 00 00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0o 0 0 0 0 0 0 0 o o o o o 0 0 m o O m O O 0 0 0 0 c 0 0 0 0 0 0 0 0 0 0 0 0 0 (1) o O O a N > U O W H z 0 z z o w rx a w z N a 0 a w a o w w a a x cn cn N 0 H N N N N z �z c�H Hw El0El00w Hoo 0 Ho oaf Q N z o 0 o H w o o o o o o o o o o a a O O O O O a 0 El LO LO LO LO LO O I I I I I EH a o o oo o y o 0 0 0 0 U 0 0 0 Ll m 0 0 H z G W H o H o�o z x w c4 Ca � w � z N x a � w Q w W H El H x z w ri w H I z O FC o H � H I F( N w c�i o E � H o� NH o z H o O H z U H a r� H Q CW7 ri w.Q� ori a z w c7 ca c� H � rx a o O o� H x H H H cn cn H a U Q U O w O W Z W CC G H P -i U] CC I z ry CC w �l ry 0 H o H 0 0 H Q CW7 w a i 0 U 0 0 0 0 0 C� o C� N o N ri ri o c o 0 0 0 00 0 m 0 m C� o C� 0 � N � (n 0 0 N N o v o 0 0 0 00 0 0 0 o c� W CC H H Q z w cn w a x c� w c4 0 a H w H cn x cn w cn c4 c4 H w w z > x a z n a z W Z H Fl W W F� W w O Q w r4 o H x w o H r4 N U i H z 0 o0 0 0 0 00 G W H O C7 z o 0 0 0 0 Ca H o�z cW7 x w a c4 C� C� o o C� w o o c� m In In w z v 0 v 0 0 0 0 0 0 0 w a cC 00 00 0 W El 0. 0 O N x c� z w 0 w C� C� o o C� Ca N 00 c� N O El In In 00 vx � N N c4 o O v o v o 0 a o 0 0 0 0 x w x m El a N 00 00 0 wcoz x H m w w N a o z N w N z OEl Q w •• o x w 0 oa x O 00 00 0 w cn w ca N Q cW7 N N 00 N 0 w c4 v o v o 0 a ry N N N N N N N z w H c7 0 0 0 rx a co W U CC O W O co 0 coU H z o a z c� w wcnw zwz cn wH W W O H Z > w z�a N H N N O z w z 0 z o o N cn w0a H oEl a W w C� El M El Q z 0 i 1 N x O w I N a ry x o 0 w 0 z o 0 o 0 O 0 cC H O 0 N In H z 00 0- 0 00 GW H O 00 000 00 H opo x x o cW7 w a a oo o coo ca o o c� M o o 1� w cC w 00 �r� o o �o w N 0 0 LO o �o w z 0 0 0 0 0 0 0 0 0 0 0 0 0 w a cC 00 000 00 a wx O � U z w 00 --0 c 0 w o 0 0 0 0C� Ca w H w 00 LO 0� H 00 r) 0 m iO H I 0 C O FC,' O FC,' LO 0 0 In LO LO LO LO r) z N x a N In In u c4 o -- O m 00 0 0 0 U o a o 0 C c o1 x w x 0 0 0 c� o ry' m El a H 0 00 �o� o w x H o o o m ww H CC H0 H in O O El a H W O H �o �o o 0 a . El 0 w •• o x w ox O 0 0 0 IO LO o 0 w 0 In m oc� cn w ca H o. C o c� . . 0 cW7 ono 0 I ,moo w c4 00 o iO iO 0 a ry' H 00 (n m o o0 z w H c7 Ln o o ri ,� o rx a O H N H H O W W U U 0. CC CC H 2 2W W 2 H H H H H w rxrx �zz c� cn as wHH ry w rx a N a H w oo'zoo Hw H cn N N H N N U U cn jazz co w 0 zz za N w a x OO O O O � � � H w a � w H w H z o� > cn 2 - LO 0 0 H H o W U U U W El H H Q 2 ca � 00 000 0 'z o HCC w w cn cC o0 000 oa W M M M M M M H Cu W co El H El U] 6l 6l 6l 6l 6l 6l H o, N f� H cC F( U Ln Ln Ln Ln Ln Lo O H IH cC W 0. a CG 0. x o0 000 o 0 0 0 0 0 0 H 0 o q q a q 0 m 0 0 0 N �o �o 0 0 0 N 0 N 0 N U a H Q a 0 H LO LO 0 H z o w w H Ca H o�x cW7 x w a c4 a o Ca c� w rx w n x a � c� a w z ca o w a cC o wx El O ElU z w w � Ca w H w H H Q � o zN rxa ,� vx w � c�i H H O o o a � xwrx ry m a H o mQ cnz w w xH H xH N x a 0 H w o 0 o H z H w •• 0 xx o 0 w cn w ca H Q cW7 c� 0 w c� w c4 o a N z w H c7 c7 Ca 0 � H x rx a � O c� w c4 x H H rx � w x El H w z H o > H H o cC H w 0 O Z Z W a o H rx w H x i w w H o� N fx cn Z cC w cC W a Fl o N O 0 H o H LO LO I CRA BOARD MEETING OF: October 10, 2017 CONSENT AGENDA AGENDA ITEM: VIII.B. SUBJECT: Monthly Purchase Orders SUMMARY: Attached is the purchase order report for September 2017 for amounts $10,000 or above. FISCAL IMPACT: See Attached. CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan and FY 2016 - 2017 CRA Budget CRA BOARD OPTIONS: Approve the Monthly Purchase Order Report ATTACHMENTS: Description D September 2017 Purchase Order Backup Boynton Beach CRA Purchase Order Report Month: September 2017 Vendor Amount Funding Source Description Palm Beach County Tax Collector $ 30,000 01-51620-201 Real Estate Taxes Lewis, Longman & Walker $ 15,000 02-58100-213 Projected Legal Fees for September 2017 T:\FINANCE\PURCHASE ORDER INFO FOR BOARD MEETINGS\VIIIB FINAL BACKUP - September 2017 Monthly Purchase Orders.xlsx I CRA BOARD MEETING OF: October 10, 2017 CONSENT AGENDA AGENDA ITEM: VIII.C. SUBJECT: Approval of CRA Board Meeting Minutes -August 29, 2017 SUMMARY: See attached minutes. CRA BOARD OPTIONS: Approve the August 29, 2017 CRA Board Minutes ATTACHMENTS: Description D CRA Board Special Meeting Minutes-August29, 2017 MINUTES OF THE SPECIAL COMMUNITY REDEVELOPMENT AGENCY BOARD HELD ON TUESDAY, AUGUST 29, 2017, AT 6:30 P.M., CITY HALL IN COMMISSION CHAMBERS, 100 E. BOYNTON BEACH BOULEVARD BOYNTON BEACH, FLORIDA PRESENT: Steven B. Grant, Chair Justin Katz, Vice Chair Joe Casello Mack McCray Christina Romelus Call to Order Chair Grant called the meeting to order at 6:33 p.m. II. Invocation Chair Grant gave the invocation. III. Roll Call A quorum was present IV. Agenda Approval Mike Simon, Executive Director Kathryn Rossmell, Board Counsel A. Additions, Deletions, Corrections to the Agenda Chair Grant wanted the Board to decide on the evaluation process and asked if there were any questions on what was presented. Mr. Casello received confirmation the numeral values were one to four, and one was the best ranking. Whoever had the least amount of votes will win. Vice Chair Katz had a question about the evaluation guidelines and commented the lowest score does not bind everyone's vote to the lowest score. Chair Grant agreed and explained there will be a vote to approve the rankings and if someone wanted discussion, the Board would go forward from there based on the motion. He also wanted a two -minute public comment after all the presentations are made. The public did not view the responses beforehand, and they could make comments. There were no objections. Meeting Minutes Special Community Redevelopment Agency Boynton Beach, Florida August 29, 2017 Motion Mr. McCray moved to approve the agenda unanimously passed. V. Old Business Mr. Casello seconded the motion that A. Discussion and Consideration of the RFP/RFQ for the CRA Owned Property located at 700 N. Seacrest Boulevard, also known as the Ocean Breeze East Site Mike Simon, CRA Executive Director, explained this item was the result of the RFP/RFQ the Board approved on July 11th for the above property. The RFP/RFQ was issued on July 14th with the terms and conditions and had a deadline of August 15th at 3 p.m. The CRA received four proposals from development firms: Turnstone Development Corporation; Roundstone Development LLC; Centennial Management Corporation; and Ocean Breeze Housing Partners LP. Staff analysis was provided to the Board based on the terms of the RFPs and a ranking sheet for the Board to rank the firms based on the submittal was included. Board members could ask questions at any time during the presentation or wait till the end. It was noted the presentations were listed alphabetically. There was brief discussion and consensus reached to hear the presentations in the order they were received which was Turnstone, Roundstone, Centennial and Ocean Breeze East Housing Partners LP, respectively. Staff had requested the proposers not presenting wait in the lobby. The T.V. is not on, but the audio is on. Chair Grant comment the presenters can remain, but if they want to talk they should step outside. He asked all to silence their cell phones. Commissioner McCray wanted the developers to wait outside and commented the audio needs to be off in the Lobby. It was unknown how to turn the lobby audio off. Chair Grant commented they cannot bar a developer from Chambers. TURNSTONE William Schneider explained Turnstone Development Corporation is based out of Chicago and has an office in Ft. Lauderdale and is a non-profit corporation. The proposed development was an all -age family project. As a non-profit, they have more transparency about what is involved in the project and their financials. He has been the executive director for 10 years and the corporation is very stable. Michael Hartman, Development Manager, was based in Florida and Mr. Snyder would be based out of Chicago. They have a small dedicated staff with lots of years of experience. Ronda Butler handles compliance and ensures the firm operates correctly, reacts to and works 2 Meeting Minutes Special Community Redevelopment Agency Boynton Beach, Florida August 29, 2017 with community groups and Councils. They have a woman minority owned architect in Miami. They have 1,600 units. They only handle affordable housing and they are mission driven and not profit driven. They will craft a development to fit the community's needs. Turnstone has never flipped their properties even after the 15 -year tax credit compliance period ended. They refinance the project and stay with the mission. A development drawing was viewed. They had reviewed the City Building Codes, the HOB Plan, and the 2016 Community Development plan and the project conforms to the Plans. The buildings are closer to the street to hide the parking behind the development. The sidewalks will be six feet in conformance with the CRA's Plans and there will be screening and a fence along the back of the project as a private pocket park for the residents. There will be a pool and community center and maybe a further park depending on the mix and how the development turns out. Building C has a 5,000 square foot grocery and 3,000 square foot retail component that will face Seacrest Boulevard. Mr. Casello asked if the plan was flexible and learned it was. Mr. Snyder sought to create an urban setting by having residents closer with pockets of retail on Seacrest Boulevard. Turnstone proposed two different financing structures, one meets with the 9% tax credit lottery having a December 6t" application deadline and second plan, if the CRA wants to start the development immediately, they will use 4% tax credits. Mr. Hartman explained they could file for the 9% tax credits which is a lottery. Turnstone has a slight advantage this year as the geographic RFA workshops were held last week and they are changing how they select applications in large, medium and small counties. It used to be, with large counties, all got one deal and Broward got a second deal. This year, all six counties get one deal and then the high scoring non- profit application that was not otherwise selected, will be selected for the seventh project. With Turnstone as a general partner, Turnstone has two chances for funding. Mr. Hartman proposed getting a construction loan for the non-competitive application from the Palm Beach County Housing Finance Agency for $12 million in tax exempt bond which will allow them to obtain 4% non-competitive credits from the State. The bonds will be short-term bonds and Turnstone will use a HUD 221-D4 loan with two prongs. The first prong will be based on the Notice of Intent which will generate about $8,650,000 in proceeds. The second prong will be based on the CRA investing $350,000 per year into the development that will be amortized over 20 years which yields $4,680,000 of gap financing. The tax credits will provide $9.5 million of financing. This year, Florida Housing increased the total development costs by 3% so the amount of the contribution for the area of local opportunity increased from $551,000 to $567,500 which he noted was used for the 9% tax credit application. In both instances, Turnstone will defer a fair amount of the developer fees, as they are invested long-term because it can be captured in the cash flow over 15 years and they have to make the 3 Meeting Minutes Special Community Redevelopment Agency Boynton Beach, Florida August 29, 2017 project a success over the long term. Turnstone will have $1 million invested in the project if done as the non-competitive and $780,000 if they use the 9%. Turnstone plans, if the Board decides to award the $350,000, they will also file the tax credit application, but they moved back the award deadline to May instead of March. Under the 9% tax credit option, the CRA makes an upfront cash contribution of $567,500, but if successful with 9%, Turnstone will pay the CRA $2 million for the land at closing, so the CRA would get back four times what they put into development. Mr. Hartman explained for the non-competitive, they will purchase the land from the CRA for $10 They have the $567,500 up front contribution, $350,000 for 20 years, which totals $7,567,500, but there will be an offset as they will be a taxpayer and when taking the taxes and subtracting it from the CRA's investment, the net investment is $3,289,000. The gross investment decreases to a little over 40% of net investment. The property has an estimated useful life of 20 years, so even after that time period ends, they will still be taxpayers and after 50 years, Turnstone will have invested $5 million more than what the CRA invested in the property. Chair Grant explained in Florida, non -profits generally do not pay taxes, and asked if they would sign something to say they will pay taxes. Mr. Schneider responded they would and it was changed slightly on the State level. They constructed 105 units at 615 N. Andrews and the State repealed that portion if they were a general partner as they have to have 100% of the deal, but since they sell 99% to tax credit investors, even though they are a 100% general partner, the State does not recognize that. He explained they do not have to sign anything, but would as a guarantee. The Board viewed images of buildings. Mr. Schneider explained they like to construct eye catching buildings and attractive urban land and streetscapes. They construct transit oriented, community gateway and sustainable building designs. They use LEED and Enterprise Energy Star and Florida Green Building Coalition as they are certified. The development would have106 units at 60% of the area median income with a mix of two, three and four bedroom units with livable living sizes. There would be 203 interior parking spaces. They firm engages in local hiring, project participation and is market driven, utilizing Chambers of Commerce and the Rotary. They deal with Community Development Block Grant and HOME funds. They are also a community housing development organization and are grass roots. The development would include a furnished community room, business and fitness center and pool. Chair Grant asked if the parking would be inclusive or exclusive and learned it is only for residents of the development. They have allowed some local Chambers of Commerce to use the Community Room based on a sign in/sign out, proof of insurance basis. The first floor building plans were viewed. He pointed out the building on the left would be the grocery, retail and community activity along Seacrest Boulevard. There will be on -street parking and the entrance will be just north of the grocery store. The second 4 Meeting Minutes Special Community Redevelopment Agency Boynton Beach, Florida August 29, 2017 floor plan was viewed and had larger unit sizes. The one -bedroom unit is 817 square feet and rents for $729; two bedrooms are 1,038 square feet renting for $875; the three bedrooms are approximately 1,214 square feet renting for $1,003; and the four bedroom units have 1,352 square feet renting for $1,113. The floor plans were viewed. Mr. Schneider reviewed highlights for sustainability and advised they use Florida Green Building Codes regarding building materials, construction practices, disaster mitigation and land use. The LEED building standard is about buying American lumber and steel, and points are given from using recycled materials in the buildings and LED lighting to get a better project developed. All units and common spaces will have Energy Star appliances and low flow water and energy efficient lighting which helps keep costs lower for the developer who pays for the common costs, but it helps the tenants with lower utility bills. Turnstone uses a higher efficiency mechanical system with reflective roofs. The team has extensive experience with sustainability. The Wisdom Village Crossing project, a 9% tax credit development, was awarded a Florida Green Building Coalition Certificate. It is a 105 unit, nine -story development in Florida. They also constructed 144 scattered sites in 2009 in Florida for a lower income homeownership project. They have a healthy balance sheet to manage the developments as a 100% general partner. Turnstone's community commitment was a commitment for local hiring and promoting local businesses. Mr. McCray asked why local hiring was only 30% and learned Turnstone quantifies local hiring from the Section 3 definition of HUD. The general contractor is Grycon Construction and they use 30% of the locals from the neighborhood and churches. He noted everyone is from Florida, but when working in Ft. Lauderdale, people from Miami do not count as local. Mr. Schneider would target the same amount here and have to find the hiring groups. The entire Turnstone Board is African-American to obtain the local hiring preference. They start with Rotaries and Chambers of Commerce and find out who the resident groups are in the area and learn about local churches. They then have working sessions as they go through the plans. Chair Grant asked how Turnstone could help the community after the development is built. Mr. Hartman pointed out that was why the grocery and retail space was included. Space will be there for a local group to move their business into the building. The funds from those businesses will be used on debt service and help subsidize rents. Mr. Casello asked if Turnstone was in partnership with anyone else and learned they were not and from a financial standpoint, they do not need to bring in a future partner. They have brought in other local not-for-profit partners, but they were not looking. They could also partner with religious organizations. Motion Vice Chair Katz moved to allow Board members to ask questions. Ms. Romelus and Mr. McCray seconded the motion that passed 4-1 (Chair Grant dissenting.) 61 Meeting Minutes Special Community Redevelopment Agency Boynton Beach, Florida August 29, 2017 Vice Chair Katz asked if Mr. Hartman had worked with another proposer and learned he had in the past. Mr. Hartman was working with Roundstone for the last two years and prior to that, he had worked for Turnstone to develop the 615 N. Andrew Avenue project. When they started construction, he left and was rehired by Roundstone as a Development Coordinator. Since then, Turnstone developed more properties and has a stronger cash flow position. They wanted to expand their position and they approached him to be their Development Manager in May. He gave notice to Roundstone on June 15th, left on June 30th, and started with Turnstone July 1St. He is entirely affiliated with Turnstone. Commissioner McCray noted Turnstone's Board is all minorities and asked if anyone can apply. Mr. Schneider explained they have a seven member board but there are two vacancies. They used to be affiliated with the Housing Authority as an "instrumentality". When they split, two members stayed behind. The two that left were Caucasion and Hispanic women. Ms. Romelus asked about the four-bedroom apartment and if it would be better to go to single family. Mr. Hartman explained the four-bedroom is cheaper than single family, but because of common walls and common foundations it is cheaper to do four - bedrooms. He noted they are not a Section 8 development that has to accept the certificate, once a child turns five, they cannot sleep in the same bedroom with a different sex sibling, nor can boys sleep in the parent's bedroom. They have to have more bedrooms. There is a small number of four bedroom units and he found the four- bedroom units lease up faster cause there is nothing available for anyone with more than two children. Turnstone did not build four-bedroom units in Ft. Lauderdale because it was a high rise and cost would have been prohibitive, but it was fine with a garden style building. She asked if it would be better with more than two and three bedroom units instead of four bedroom units. Mr. Hartman explained they would conduct a market study, and has found there is always a need because they are very hard to find. They have the opportunity with the development to adjust the number of units. Vice Chair Katz asked if four bedrooms are rented by families or roommates and learned it is usually families. Mr. Casello asked who manages the properties and learned Turnstone uses Royal American Management to manage the property and they manage over 14,00 affordable units. Chair Grant asked if they were interested in a rent -to -own arrangement and learned once structured, they are left as rentals; however, they did build one development that converted to homeownership. They have never sold any of their developments. ROUNDSTONE Bob Colvard, explained Roundstone was partnering with St. John Missionary Baptist Church. The team was local and consisted of Bradley Miller, Land Planner; Cross Architect, from Dallas was retained since they designed the Delray Beach Development; R Meeting Minutes Special Community Redevelopment Agency Boynton Beach, Florida August 29, 2017 Bob Davenport, Mechanical Engineer from Jupiter; Jeff Tromputer, the Civil Engineer was from West Palm Beach, Larry Zaybeck, Project Manager, Legal Counsel, Broad and Cascal from Boca Raton. They were partnering with the Church led by Pastor Davis and Deacon Willie Gibson, Vice Chairman and Deacon Guarn Sims, Mark Karageorge, a Church Member and Reverend Woodrow Hay. Mr. Casello noted the proposal included an informal partnership. Mr. Colvard explained they will partner with them in the final analysis to get it done. Roundstone will construct the development, and when operational, they will help run the development and at some point they will take it over. Mr. McCray explained he is the clerk at the Church, but he has no vested interest in the project and he has not met with anyone. Roundstone Development is owned by Clifton Phillips and they have over 2,000 units in Florida, Texas, Arkansas, Mississippi and others. They were with the Delray Beach project. Mr. Colvard explained one reason why Roundstone was presenting was because of the partnership they had with the Housing Authority in Delray Beach. There were some issues with the contractor and they persevered and saw the development through. The local community reached out to them and asked what they could do for the community. Roundstone met with them many times to determine their desires and needs. Some developers promise to meet but Roundstone development already did. Many developers promise to have community meetings, but Roundstone already did. If selected, they will hit the ground running with all in place. Photos of the Delray Beach project were viewed. Mr. Colvard reviewed their Pinellas Park development consisting of 120 units on five acres. Examples of amenities included onsite laundry, a business, fitness and community center. The Clubhouse for the Boynton Beach development will have a Life Center and Roundstone is expanding the normal size of the community clubhouse to make room for extra community activities for health screenings, job fairs, and other important activities. Mr. McCray asked if the community wants to have a meeting the space was available and learned it was at no charge. Mr. Colvard would make the presentation of the community activities on behalf of the church as the Church had not submitted any financial disclosures. Chair Grant understood Royal American would manage the development and that is who the CRA would deal with for the next wo years. Vice Chair Katz did not object to any partnership regarding who would run the property, but it was one thing to speak to the entity like the prior presentation and another to have the property management firm speak as an entity. It seemed out of place without the disclosures. Mr. Colvard advised they would use green building features as it is part of the Florida Housing requirements and it makes economic sense to construct sustainable green buildings. The site plan showed 100 units around retail and the Life Center and it was noted the retail space was created according to the CRA's specifications. They had originally designed a larger space, so it was pared down per the CRA. The elevation 7 Meeting Minutes Special Community Redevelopment Agency Boynton Beach, Florida August 29, 2017 was viewed as was the timelines. Roundstone will either submit for the 4% tax credits in October, or the 9% in December. The local participation was already done. Roundstone split bids so local businesses, and smaller entities can become involved. He emphasized there were issues with the contractor with the Delray project, but they stuck with it, and completed the development. The elderly portion was almost done. An economic analysis done for the site reflected 220 construction jobs will be created. It will have a $30 million direct impact, monies for professional and general contracting work will be spent within 20 miles of the site. In the post construction phase there will be 250 new residents, plus $2 million in local spending, 20 new permanent new jobs, $700,000 in annual salaries and spending. The economic impact if using 4% tax credits, Roundstone will pay $800,000 for the land. If using 9% credits, they will pay the appraised cost up to $3 million. It will be a new residential hub with 100 new utility customers. The Life Center will be a one stop shop for people to go to for educational, health, family, social, community services components and they have partnerships set up to provide those services in the community. Guarn Sims, 3021 S. Seacrest Boulevard, St. John Missionary Baptist Church as a community partner noted the Church realized the project had to be more than just providing affordable housing. Studies from the Children's Services Council revealed the HOB in District II needs more services than other areas. The goal was to provide comprehensive services and secure partnerships. He agreed with the One Stop Family Life Center. There is an educational component, health services, social services, family social and community service component. The educational component would be achieved through a partnership with the School District of Palm Beach County and adult community education, and provide ESOL, GED and citizenship classes. South Tech will provide continuous training opportunities for residents in District II and in the City. They will continue to partner with CareerSource to continually offer career referrals and job placement. Health services will be available through a partnership with the Boynton Beach Faith Based Community Development Corporation to offer awareness programs and they just secured a partnership with Genesis Community Health for health services in the Family Life Center. Social services will be addressed through Pathways 2 Prosperity. The family social component will offer financial literacy, family self- sufficiency programs, First Time Homebuyer classes and have a community service component. In the Church's last letter of intent, they included a community grocery component and had already secured a partnership with a grocer, but the change from a senior community to a mixed community resulted in the loss of grant opportunities. They are currently working with two merchants who are interested in leasing the 3,500 square feet of space. He noted what makes this proposal stand out from the others is they want to maintain the integrity of the HOB Plan and be attentive to the area's needs, particularly in District II, they want comprehensive services before, during and long Meeting Minutes Special Community Redevelopment Agency Boynton Beach, Florida August 29, 2017 after, and that was why the partnership was so important because they will deliver those services. Mr. Casello asked if affordable housing was not just for residents of District II and learned anyone can apply if they meet the background checks. Mr. Colvard explained just like in Delray Beach, Roundstone uses their management company, Sunchase Management Company, during the lease up period, and after that, the housing authority took over which would likely occur with the project. It is unusual to change a successful management team. In Delray, the Housing Authority owns the family phase and later will take over the elderly portion as well. Mr. McCray asked about security and learned the development will be fenced with gate controls. A plaza with a fountain and landscaping will be installed which will be open to the public to get to the retail, but the residential units are gated. Mr. McCray thanked them for putting comments from residents as who can better explain what is needed more than those who live there. He liked Roundstone met with the community. Delray is successful because they worked with the community and he thanks them for doing a good job in Delray. Chair Grant inquired about the estimated cost and learned it would be the same rent schedule via Florida housing. To obtain the tax credits there is a limit to what a tenant can be charged. He asked why 44 one bedroom units in a family community. Mr. Colvard explained the community originally wanted a senior community. Seniors can live in a family development. Mr. Casello asked what the developer fee would be and learned it would be around $2 million. He asked how long do you stay involved with the project before it is turned over to the church and learned the development has to stabilize and run smoothly for no less than 90 days after certificate of occupancy. Mr. Colvard explained a lot of the fee will go to the church. Vice Chair Katz explained there is no other proposal besides the tax credits. He asked how the firm would move forward to develop the project without the credits. The premise of the RFP was to try to obtain the tax credits and if the credits failed, the CRA would allocate and subsidize the development to build it. Mr. Colvard explained when they appeared before the Board several months ago, their proposal did not use the tax credits at all and the Board did not want to pursue the matter so they returned to present the 4% and 9% tax credit. He commented the 9% is different now due to the super contribution and it improved the odds of being funded. Vice Chair Katz asked what would occur if the tax credits were not obtained and noted other proposals included that information. He also noted the Church is not an official partner, but the facility will be turned over after the property is developed and stabilized. The Board does not know anything about what happens if the Board awarded them the proposal should the tax credits not be achieved and he was concerned that a partnership is undocumented. He did not know how the Board could vote for an option without the tax credits or vote for a project that will be turned over to an entity that did not make the proper financial disclosures. Meeting Minutes Special Community Redevelopment Agency Boynton Beach, Florida August 29, 2017 Mr. Colvard responded they were not asking for anything from the CRA other than the local contribution. They will buy the land. Vice Chair Katz commented there is no plan beyond the tax credits. The point of the RFP was to find a developer that could put together a proposal that could put together one last chance at the lottery. The RFP was crafted around the tax credits and if no tax credits, how they would proceed. Mr. Colvard explained that proposal was the original proposal that was rejected. Vice Chair Katz noted the original proposal came in $3 to $5 million higher than the current proposals. He thought he should not have submitted the original proposal, but could have crafted a more reasonable proposal that was in line with the RFP. Chair Grant explained the people across the street cannot use the pool. Mr. Colvard explained there is an insurance issue regarding the pool and the project has no chance at homeownership. Mr. Colvard explained it could be converted to homeownership after the compliance period is over which is 50 years. There is a land use restriction for 50 years filed with the State. There was discussion the language included in the RFP was clear. Mr. McCray commented some presenters tried the lottery twice and failed. Ms. Romelus explained this was the opportunity to show everything about the Church and they did not. Mr. Colvard explained the only way to prevent the project from being exorbitant was to couple it with the 4% and 221-d4 program, was building it through the SAIL loan and combining it. It was suggested that option should have been included in the proposal. Mr. Simon asked about the management turn over regarding the Delray Beach project and who the management company would be and learned Sunchase America managed the project. Delray Beach hired the same management company as Roundstone uses. The City would deal with management company long term. The advantage with this project is the City would deal with Sunchase long term, but they would also have someone who lives in the community they can speak with as well. Chair Grant understood the entity that hires the management company is them and afterwards would be the Church. The language could be put into a contract if awarded. Mr. Colvard emphasized the continuity of the management would remain the same. Mr. McCray asked if everything was submitted. Mr. Simon explained none of the four proposers were penalized because of a missing piece of information. What took place is the Board is being informed that an owner of the property is an entity that has not been identified and the premise of the proposal does not describe that taking place. It is an abnormality the proposal did not identify the entity as a future owner, what their role would be and their financials or their credit report disclosures. There was no information about the role other than the second paragraph of the Statement of Qualifications which references the partnership will provide wealth and effort and at the end, if the owner of the future apartment development is a stakeholder in the community. There were no other references in the response that addresses this issue. Mr. McCray again asked in regard to all of the responses, if everything was disclosed. Mr. Simon confirmed nothing was missing. 10 Meeting Minutes Special Community Redevelopment Agency Boynton Beach, Florida August 29, 2017 CENTENNIAL MANAGEMENT Lewis Swezy, President, Centennial Management, explained they are a South Florida based company. They developed more than 17 tax credit projects since 1988. They do not sell any of their communities. They are an integrated company that owns their own construction company and are property managers. Centennial holds job fairs to hire people and train them within the community. As general contractors, they maintain control over their sub -contractors. Paul Milton, Centennial Management, explained the firm has superior experience in development and obtaining tax credits and other processes. They own and manage over 3,000 residential units with most being tax credit and affordable housing as well as about 900,000 square feet of commercial and retail space. Mr. Milton explained they have four financing options about financing. The first option was the same scenario as when they had previously presented for this project. The first option was to buy the land outright for $800,000 and go straight to closing. They would request the local government contribution and a few $100,000 for utility waivers. In reality, the CRA would not be out any money. Centennial would apply for the 9%, 4% and SAIL credits and if not successful, the CRA could buy back the land or use option 4 which would be financed through the CRA. Option two was to enter into a contract for either the 9% tax credits or SAIL funding through the Florida Housing Finance Corporation. If they obtained the 9%, they would buy the land for $1.4 million and only ask for the local government contribution of $567,000 and the utility fee credit. If the obtained the SAIL funds, which was not as comprehensive as the 9% credits, Centennial would pay $800,000 for the land on top of the local government contribution and utility fees, none of which rely on TIF funds. Option four was the only option that does not involve any competition or lottery. Centennial would buy the land for $1,000 and ask the local government contribution, which actually would not be needed and would seek a $350,000 in TIF for 15 years. The programs are all flexible. If the tax credits are awarded, Centennial can build 123 units. Mr. Swezy has been doing this for over 40 years, and has a portfolio of affordable and market housing, mixed-use, mixed -income, commercial, retail, industrial and landholdings. Most of it is affordable housing. Centennial handles all steps of the process in perpetuity. They have also constructed developments by purchasing land from the City and received partial funding and built the development to meet the City's goals such as Chaves Lake Apartments and Miami Stadium Apartments. They also undertook a rehab in Davie. All their developments are in South Florida and were all completed on time. None have ever been sold or in default and they have experience in Community Outreach in accordance with Section 3. 11 Meeting Minutes Special Community Redevelopment Agency Boynton Beach, Florida August 29, 2017 They currently have three developments in process, one of which is in Boynton Estates which was funded with bonds. Images of their other properties were viewed. Andrew Rourke, Forum Architects and Interior Design, explained the firm was established in 1986 and has designed three developments for Centennial. They specialize in multi -family market rate and affordable housing. The site plan was viewed. All the buildings are on perimeter streets, consistent with contemporary urban design principals, CEPTD and complying with all of the other requirements of the HOB Plan. There is a single entrance south west of the site off Seacrest which is good for security. The property will be fenced and will work with the community and CRA to determine if it would be gated. The building on Seacest and the western corner of the building along 7t" includes 1 2,200 square feet of retail which is all flexible. The development will have 123 units based on the maximum density plan and will have 216 parking spaces. There will also be a community room. He advised the retail and community room will be to the northwest intersection of the site off a small plaza also drawing north towards Sara Sims Park. Mr. McCray asked what will be on Seacrest,and learned there will be a 6 to 8 feet sidewalk, streetscape consistent with the regulations and enhanced landscaping along the front. The entry locations for retail have not been determined but will be on Seacrest, and on -street parking will be on Seacrest, 7t" and 1St which makes it easy for retail patrons to use and have easy access where parking on the interior of the project is reserved for residents and their guests. The key was to have the community room and the retail on the corner, but the plan is flexible. The community room is central so visitors can have easy access. The project will include a pool. Chair Grant asked if there has been a traffic study as it appeared one cannot make a left hand turn and learned no study was yet done. Mr. Rourke advised they will work with the traffic engineers. Images of the building elevation were viewed. Mr. Rourke indicated they will work the community and CRA to execute their highest vision and there are multiple style opportunities. Amenities will include a pool, community room with computers and other features pending community input, a fitness center, a tot lot, a common laundry area in addition to laundry connections within each unit. All units have balconies or patios, granite, counters, tile flooring, walk-in closets and window treatments. The units will have energy efficient plumbing fixtures, air conditioning equipment. Vice Chair Katz asked if they could create something similar to Turnstone regarding the retail on the first floor. Mr. Rourke explained the plan was the maximum density unit plan. Less units could increase the commercial footprint. They want community input. It would not be a problem. Sophia Nelson, Merchant Strategy, explained they were working on the Town Square project and one goal is to hire locally from the subcontractor standpoint and to hire locally from the labor standpoint. They held a successful job fair which they will continue 12 Meeting Minutes Special Community Redevelopment Agency Boynton Beach, Florida August 29, 2017 with Centennial and about 197 people turned out. They held three community input meetings on August 10tH 17th and the 24th to discuss open space, architectural design for the Town Square and the playground. Chair Grant disclosed he met with the Merchant Strategy, but they did not discuss this project. They are currently on the ground conducting outreach. The development is the ultimate live/work/play situation. They will be a proactive partner with stakeholder's with churches, the Chamber of Commerce and any other stakeholders. Input meetings are important. Having the community tell them what they want is the most important part of the project. They will have focus groups and activities so the community can take ownership. Keturah Joseph, Boynton Beach Faith Based Community Development Corporation, (CDC) explained they have been in the community since 1999 and all they have done is affordable. The Corporation was put together by local residents to address affordable housing in Boynton Beach and that is what they focused on. They provide homebuyer education, credit counselling, financial literacy, financial education and other educational programs. They will be a part of and stay involved in community engagement to ensure that all Centennial is proposing to do will be done. The CDC will be the eyes and ears of the community and will play a significant role in the educational component and will handle the family support coordination. They proposed to hold a 1St time homebuyer counselling education class for the tenants of the community Anyone interested in homeownership will be mentored by the CDC so all interested can be transitioned to homeownership. They will coordinate the community activities. Ms. Romelus noted the CDC was mentioned by another group and learned they were. They would do the same function if another entity was awarded the project. Ms. Joseph explained the CDC has assisted over 200 people to be first time homebuyers and counselled over 2,000 residents. The majority of homebuyers are within city limits, but some were outside. They also participated in the Ocean Breeze as co -developer with Ocean Breeze West and just finished homes on NW 10th, and MILK Jr. Boulevard. Mr. McCray asked of the 200 people that achieved home ownership still live there. She noted the majority are still homeowners and she would provide him with the exact number. Ms. Joseph explained both the CDC and Habitat for Humanity constructed the homes in Ocean Breeze West. Ms. Romelus asked if the same opportunity was available if the CDC would participate. Mr. Swezy explained if they are awarded the project, they would hire her as a consultant as a team member. It would be a long-term written contract. Mr. McCray asked who paid her salary and learned the non-profit CDC paid her salary. Mr. Casello asked about onsite management and learned there is always a manager, leasing staff and maintenance staff at every property and they are paid a competitive 13 Meeting Minutes Special Community Redevelopment Agency Boynton Beach, Florida August 29, 2017 wage. It was also confirmed that at no time would the CDC take ownership or a percentage or have a stake in the building. NUROCK DEVELOPMENT Alan Sneir, representing NuRock Development, explained NuRock started in Georgia and has offices in Boynton Beach, Florida and now in Texas. They developed over 9,600 units and have been in business for almost 30 years. NuRock developed and owns over 9,600 rental units. Currently, they have two developments one of which is a 9% tax credit project in Haverhill. The second development is in Pompano Beach. He commented they have other developments in Florida. They are the 12th largest affordable housing developer in the U.S. (Mr. McCray left the dais at 8:35 p.m.) NuRock develops family and senior properties and also handle market rate and mixed income housing. He advised the majority of their portfolio is in affordable rental housing. Mr. Sneir was on the committee that created the Tax Credit program in 1986. They develop, build and manage and are a service provider. The layout for Ocean Breeze reflected 100 units of one, two and three bedrooms, for families earning 30% of area median income (AMI) to 60 % of the AMI. (Commissioner McCray returned at 8:37 p.m.) The square footage was viewed which ranged from 800 square feet for the one bedroom one bath, 950 square feet for the two bedroom two bath and 1050 square feet for the three bedroom two bath. They have a special program called "Break Out" which is study and homeowner help, a recreation center, computer, home theater, library and others. This is something most affordable housing developers have to do. They would only apply for SAIL funds. The only contribution they would ask from the CRA is $1 million, not TIF funds. Vice Chair Katz explained the Board had set a cap of $567,000. Mr. Sneir was unaware and explained they looked to the RFP. Mr. Casello asked about the $1 million forgivable loan and learned if they achieve the economic benefits they said they would in their agreement with the CRA, they would adhere with whatever the terms are. Whatever the CRA establishes as their repayment, recognizing the $1 million must be a soft second instead of a hard mortgage and it gets paid on the back end. If successful with obtaining SAIL funds, the developer is automatically awarded tax credits. It is critical they create communities and a lifestyle. The development has to stay in the community, architecturally and environmentally for 50 years. Mr. Sneir explained they will have a community garden and a small solar component which will help the residents. 14 Meeting Minutes Special Community Redevelopment Agency Boynton Beach, Florida August 29, 2017 Mr. McCray explained the three previous presenters did not call the development a project. Mr. Casello asked about management. Mr. Sneir responded they manage their own properties. They have over 9,000 units. Images of their other developments in Crystal Lake, Pompano Beach, Heritage at Pompano Station, Spring Hill Florida, and residences at Ocean Breeze in Boynton Beach. The development will also include a small business incubator to help the residents and community learn business techniques. They will explore other commercial activities and will not put something there just to put something there. Chair Grant asked if the community center was for the residents and learned it was, but the incubator will be for the community. The development was three stories but would not have an elevator. Vice Chair Katz asked if there was an alternative plan to the 4% tax credits and asked why a portion of the response did not request CRA Financial Assistance. Mr. Sneir explained the tax credits would allow the developer to syndicate $9 million of the $22 million needed to construct the development. The $9 million does not come with a repayment plan. It is only possible by NuRock achieving certain things. There is no repayment of the funds unless the developer goes out of compliance. Mr. McCray explained there was previously two community gardens and they failed. It was noted this was Mr. Sneirs fourth attempt at the project. Mr. McCray asked what he was doing about the project proposed on MLK Jr. Boulevard and advised they were not going forward because they cannot get the property at the right price as they are asking for more money each year and the land costs are prohibited. Mr. McCray explained each time he comes before the Board he represents District Il. Each time District II gets excited and this had failed. He found it hard to fathom he would want to appear before the Board and take a chance on obtaining the development. Mr. Sneir thanked the Board for their time. Chair Grant opened public comment. Rosemarie, a new member of St John Missionary Baptist Church, explained she joined the Church because of their commitment reaching out to the community. They have a reach program for teens and preteens, grief programs, financial programs. She is a human resource professional and she provided a plan for job placement and job preparedness. She understood there are issues about the numbers, but numbers can be djusted. She thought the risk of not having community support cannot be compromised. The Church started the project to support the community. Greg Murphy, 1400 NW 13th Street, was concerned the will of the community would be taken for granted. Roundstone's proposal is community based and builds wealth and quality in the community. When the CRA rejected their prior Letter of Intent, it included the same option, they are now penalized for. He had heard from the meeting, all development teams must pursue the tax credit for 12 months. If the development team 15 Meeting Minutes Special Community Redevelopment Agency Boynton Beach, Florida August 29, 2017 is unsuccessful, the CRA would work with that developer to assist them in a financing option. Roundstone and the Church followed the guideline and if unsuccessful then they can present an alternate proposal. They were the only proposal to provide a robust service to the community. He thought that was important to be considered. Sandra Toliver and Diane Lester, representing New Disciple Worship Center, had a letter on behalf of Dr. Tommy Brown, Pastor and Pastor Darlene Brown which she read: "On behalf of Dr. Tommy Brown and Pastor Darlene Brown, Pastors of New Disciple Worship Center and its members, we commend SJMBC for desiring to build Affordable Housing on the property known as Ocean Breeze East. St. John Missionary Baptist Church has been a pillar in this community for more than 100 years and has been community minded and we are grateful to God for that. They are providing needs to our community through services such as food bank, a charter school, health fairs, and back to school drives for the residents and their children. They are trusting that the partnership with the CBA, CRA, and St. John Missionary Baptist Church, that Ocean Breeze East, will be the community trend that other cities can use to establish affordable housing for their residents. Therefore regarding Ocean Breeze East, we support and recommended St. John Missionary Baptist Church Inc., with the intentions of them fulfilling all the necessary obligations and requirements that are required by the CBA contract to help make this community a stronger community for the residents of the Heart of Boynton." Bernard Wright, CEO and Founder of Bernard Wright Ministries, Real Talk Radio and the Robert E. Wells Foundation, explained there is a Commissioner from District II and other members should support him as he was supporting the interest of the people. He supported the project and Boynton Beach has been dead and the City is living in a prophetic spirit to be a better Boynton. He noted none of the developers spoke with him and he has roots in the City. He requested the Board do the right thing. No one else coming forward, public comment was closed. Vice Chair Katz agreed with Ms. Romelus' sentiments of disappointment. He cannot extend the same forgiveness to multi-million dollar developers that came to the meeting unprepared. They applied for tax credits for years and the Letter of Intent was received from Roundstone. It was time to act, but the letter of intent was exhorbitant. If someone does not follow the rules, there is a penalty. He rejected anyone who came forward that did not understand the rules as it was explained. He was confused and saddened when the information was presented from the RFP. He wanted to vote for the Church's proposal, but it had to be competitive and in accordance with the Board's expectations and they were not. The same was true for NuRock although they were not present when it was explained. Centennial and Turnstone presented viable options beyond the tax credits. He was saddened by the fact they had four proposals but two did not follow the regulations. Centennial and Turnstone will be ranked higher because they followed the RFP. The Board can get the three major projects in the HOB done in the next few 16 Meeting Minutes Special Community Redevelopment Agency Boynton Beach, Florida August 29, 2017 years. The savings from not accepting the original Letter of Intent of $3 to $5 million can help fund MILK Jr. Boulevard. Sara Sims would be funded for a couple of million. Mr. McCray commented Sara Sims was not $2 million. He appreciated the Church stepping up to the plate first. No one did anything until the Church became interested. They live there and represent the people. He advised he would vote in favor of Roundstone. Chair Grant walked by the property and the community wants it to better the community. Just having affordable housing does not improve the community. There are aspects from the other developers that show they are trying to improve the community and based on insurance, the pool and other facilities are not going to be available to non- residents, but they can be flexible and change it. They also want to include retail. Roundstone made sure the community aspect was loud and clear. The Florida Housing Finance Corporation has a lot of programs and he liked Centennial working with the CDC. The CRA plans to have single-family homes in the HOB and can use that to get homeownership from the people who are living in affordable homes. The community does not want people living in affordable housing for perpetuity. There is a safety aspect with having a gated community and two entrances makes a difference. The Board has to determine if they want a further discussion with them similar to the Town Square to negotiate a better deal and if they do not like it, go to the second ranked firm. He commented the proposal can go before the CRA Advisory Board and have a final negotiation at the September meeting. He thanked the developers for their presentations. Ms. Romelus reiterated her disappointment regarding the Church. She did not understand where the confusion occurred. She wanted to know in advance of what would come and wanted complete transparency. She was extremely disappointed and she could not vote in good conscious for the Church as there are other groups that showed a commitment to the community that are reaching out and doing things other entities are doing. Mr. Casello thanked all the developers and explained, as CRA Board members, they have to get the biggest bang for the buck and provide for the community what they wanted. Some developers did so and others did not. He stepped back from having informal partners. He understood Mr. McCray likes the Church, but he did not think entitlement should go along with this. Affordable housing is the number one priority and some presenters presented viable projects and can serve the community. Mr. McCray explained although he is the clerk at the Church, it has nothing to do with his vote. He represents District II and he is voting for the betterment of the community and has lived there for 64 years and knows what makes it move. Mr. Casello disagreed stating he lives in District II, but he represents the entire City. 17 Meeting Minutes Special Community Redevelopment Agency Boynton Beach, Florida August 29, 2017 Attorney Rossmell requested a motion to approve the process to evaluate the proposal. She also asked if the Board would rely on the process to award the proposal. Chair Grant commented the members would rank the proposers, take a recess and Attorney Rossmell will tally the vote and the Board would then move forward with the ranking system and then decide if it will go before the CRA Advisory Board and discuss what will be next to get the best product Motion Vice Chair Katz moved to approve evaluation ranking form given to the Board by CRA staff with one being the highest and the four being the lowest, similar to a golf score with the lowest ranked firm as the winner with the caveat that the members reserve the right that once the ranking is done, members can express their personal views if they disagree by way of an independent vote. Motion Vice Chair Katz moved to rank the development. The motion was duly seconded and unanimously passed. Chair Grant declared a short recess at 9:22 p.m. and reconvened the meeting at 9:27 p.m. Attorney Rossmell read the results of the rankings as follows: • Ocean Breeze Housing Partners LP - 20 points • Turnstone - 12 points • Roundstone - 11 points • Centennial Management Corporation - 7 points Motion Mr. Casello moved to accept the rankings. Vice Chair Katz seconded the motion. There were no objections noted. Motion Mr. Casello moved to approve. Ms. Romelus seconded the motion that passed 4-1, (Mr. McCray dissenting.) Vice Chair Katz wanted the Centennial proposal reviewed by the CRA Advisory Board. It was noted Centennial provided four options, the 9%, 4%, the $800,000 to purchase that and a fourth option and Centennial will speak with them and get a timeline and approve negotiations. 18 Meeting Minutes Special Community Redevelopment Agency Boynton Beach, Florida August 29, 2017 It was noted the vote was to accept the rankings and start negotiations with Centennial and go before the CRA Advisory Board and come back to the Board in September. It was noted the SAIL application is due October 5 to the Florida Housing Finance Agency. Centennial would need contract and site plan approval form filled out and verification of utilities. The Advisory Board could review the presentation next week and before the regular September CRA meeting. The members discussed if they were awarded the 4% SAIL, if they could apply for the 9%, however, the timeline is Centennial would have to accept the SAIL if awarded. Vice Chair Katz favored seeking the 9% first and if that failed, the opportunity for CRA financing this year as the option. Ms. Romelus agreed as did Mr. Casello. There was consensus to apply for the 9% and then discuss the non-competitive bids after the 9% application which is due in early September. Mr. Simon asked if there was any interest to move forward with acquisition by Centennial while they are going through the non-competitive application. Chair Grant wanted the CRA Advisory Board to review it because they have a little bit more time if they do not get 9%. If they do not receive the 9% credits, they could still apply for the 4% credits. Mr. McCray requested a copy of who voted for what and learned it could be obtained via public records request. There was agreement for the Advisory Board to review the proposal and come back in September to finalize negotiations. VI. New Business A. Discussion and Consideration of CRA Advisory Board Attendance at the 2017 Florida Redevelopment Conference Mr. Simon explained the budget allows for funding for travel to the above. Last year several members of the Advisory Board attended the conference. Due to information and deadlines for registrations, staff understood the Advisory Board members were approved. Last year, the CRA Board wanted to approve attendance for the next Conference. This year, the Conference is October 17th through October 20th. Mr. Casello asked if it was legal for CRA Advisory Board members to attend and learned it was and other elected officials who are not part of the Board attended. It was a Board decision. He suggested members that did not go last year attend. Attorney Rosamell suggested issuing a public notice the advisory board members would attend. Mr. McCray asked about this because this is the only advisory board that was sending its members to a conference. No other Board does so. He noted legal indicated it was as long as it is okay. Chair Grant favored paying the registration and conference, but not the mileage and meals. He thought there was a learning aspect and perhaps the Chair of other advisory boards, if there is a conference, they receive reimbursement for the lodging and registration. 19 Meeting Minutes Special Community Redevelopment Agency Boynton Beach, Florida August 29, 2017 David Katz, 67 Midwood Lane, objected to the allocation last year. He noted Vice Chair Katz questioned it last year and Mr. Casello agreed with Vice Chair Katz comments. Chair Gant was concerned about the responsibility to the taxpayers. Commissioner Romelus believed education and a conference would yield a better product. Mr. Katz explained as the Chair of the Planning and Development Board, he calls the member beforehand and recommends they go to staff and ask questions. The CRA has a Director and Assistant Director that could provide the same information without the cost if they attended and advise the advisory board members about the conference. If all seven advisory board members attended, it would cost $8,400. Mr. Katz pointed out last year members of the Planning and Development Board attended a conference in Palm Springs and paid $25 each. The members did not get reimbursed and he did not support reimbursement as they are volunteering, The backup for the prior item was not provided to the public and staff had informed him it was against the Florida statute. He thought Statute 163 was specific about what CRA tax money can be spent on and advised it was for Board members and it never mentions an advisory board. He hoped it would not result in ethics complaints noting the CRA Advisory Board is not quasi-judicial. He thought it was not right to send the advisory board members on a trip with taxpayer funds. If may be legal, but it may not be right. He read a passage from James Madison "I cannot undertake to lay my finger on that article of the constitution which granted a right to Congress of expending on objects of benevolence the money of their constituents." Mr. Katz thought it was unwarranted. No public comments were received. Vice Chair Katz agreed it opens a slippery slope and there is no one more important than another. He thought someone could go and convey information and obtain materials and resources to provide an education locally. He agreed with Mr. Katz' comments. If he supported the request, he would send the liaison for any advisory board if there is a worthwhile learning event. Ms. Romelus favored sending three members and asked how many Board members are going to the conference in October. Mr. McCray responded he had not made his decision. She thought no one was going and thought if there were funds allocated and if individuals attended and brought information back, it would be helpful. The Advisory Board is asked to review things that are high level. She thought the advisory Board can rotate attendance, if CRA board members are not going. She noted Linda Cross attends every CRA meeting and thought she should attend. Ms. Romelus attended the conference last year and she learned a lot. They are volunteers. If none of the CRA Board members are going, she thought the offer should be extended to the Advisory Board. They will have a benefit. Mr. McCray noted Mr. Pollack, Vice Chair of the Advisory Board was present. Chair Grant looked up the quote from Madison and said it was different because it was about spending tax dollars to help French refugees from the Haitian revolution from all Meeting Minutes Special Community Redevelopment Agency Boynton Beach, Florida August 29, 2017 Wikipedia. He was aware City Boards have community support funds. He thought part of the new way of government is helping the community and he thought a report should be given. Last year, Linda Cross, the CRA Advisory Board Chair provided a report. He favored limiting the conference to two members and the CRA AB can decide who would go. Mr. Casello thought a rotating basis would be appropriate with the first choice of who to send be someone who has attended in the past. Just lodging and conference expenses would be paid. Mr. Pollack advised most of the Board works and they need months in advance to schedule attending in October. He thought it was a good idea and two people should go. They could learn and come back. There was consensus to limit the conference to two persons and to limit the cost to conference fees and lodging. Vice Chair Katz favored a cap at $1,200 and they could reimburse for lodging. Chair Grant liked the registration and the lodging, not mileage or meals. Commissioner McCray did not approve of it. Mr. Casello was fine with the registration and lodging. Ms. Romelus was also fine with the discussion. Chair Grant requested a motion to allow two members of the CRA Advisory Board with funding allowed for lodging and registration. This would become a policy so the do not have to return to the Board for approval next year Motion Commissioner Romelus moved to approve. Mr. Casello seconded the motion that passed 4-1 (Commissioner McCray dissenting.) VII. Adjournment Motion Ms. Romelus moved to adjourn. Mr. McCray seconded the motion that unanimously passed. The meeting was adjourned at 9:56 p.m. I ca�, I w"'L C) I-k'P Catherine Cherry Minutes Specialist 21 I CRA BOARD MEETING OF: October 10, 2017 CONSENT AGENDA AGENDA ITEM: VIII.D. SUBJECT: Approval of CRA Board Meeting Minutes - September 19, 2017 SUMMARY: See attached minutes. CRA BOARD OPTIONS: Approve the September 19, 2017 CRA Board Minutes ATTACHMENTS: Description D CRA Board Special Meeting Minutes - September 19, 2017 MINUTES OF THE COMMUNITY REDEVELOPMENT AGENCY BOARD SPECIAL MEETING HELD ON TUESDAY, SEPTEMBER 19, 2017 AT 6:30 P.M. IN CITY COMMISSION CHAMBERS, 100 E. BOYNTON BEACH BOULEVARD BOYNTON BEACH, FLORIDA PRESENT: Steven B. Grant, Chair Justin Katz, Vice Chair Joe Casello Mack McCray Christina Romelus I. Call to Order Chair Grant called the meeting to order at 6:30 p.m. II. Invocation Mike Simon, Executive Director Tara Duhy, Board Counsel Chair Grant gave the invocation. Mr. Casello led the Pledge of Allegiance to the Flag. III. Roll Call Roll call determined a quorum was present. IV. Agenda Approval A. Adoption of Agenda Chair Grant asked for a motion. Motion Mr. Casello moved to approve the agenda as presented. Ms. Romelus seconded the motion. Motion unanimously passed. V. Old Business A. Consideration of Resolution 17-02 Adopting the CRA Budget for FY 2017- 2018 Mike Simon, Executive Director indicated the item before the CRA Board was a Resolution to adopt the CRA Budget for Fiscal Year 2017-2018. Mr. Simon stated this resolution was required to go before the City Commission. Chair Grant asked for public comments. Meeting Minutes Community Redevelopment Agency Board Special Meeting Boynton Beach, Florida September 19, 2017 Mr. McCray stated that he was approached by residents stating that they did not have input. This was the budget. Chair Grant asked if this budget was from August. Mr. Simon stated this budget was from meetings from June, July and August 2017. Motion Vice Chair Katz moved to approve and seconded by Mr. McCray. Vote Unanimously approved. VI. Adjournment Motion Mr. McCray moved to adjourn. Ms. Romelus seconded the motion. Vote Unanimously passed. The meeting was adjourned at 6:35 p.m. Queenester Nieves Deputy City Clerk 2 I CRA BOARD MEETING OF: October 10, 2017 CONSENT AGENDA AGENDA ITEM: VIII.E. SUBJECT: Approval of ContractAgreement for the Boynton Beach Holiday Tree Lighting and Concert Decor SUMMARY: Pursuant to Section I I of the Boynton Beach CRA Procurement Policy, an Invitation To Bid (ITB) was issued for interested parties to bid on providing lighting and decor for the 47th Annual Boynton Beach Holiday Tree Lighting and Concert event was issued on September 26, 2017 with a submission deadline of October 6, 2017, 11:00 A.M. At the bid opening on October 6, 2017, one bid (Attachment 1) was received from Florida CDI, LLC in the amount of $36,979. Upon bid evaluation, Florida CDI, LLC has been determined to be the qualified, responsible, and responsive bidder. Staff recommends entering into a contract with Florida CDI, LLC provide lighting and decor for the Annual Holiday Tree Lighting and Concert event for the 2017 holiday season. The attached Contractor Agreement contains the Scope of Work, terms, contract amount, and deliverables for the project (see Attachment 11). FISCAL IMPACT: FY 2017 - 2018 Project Fund, line item 02-58500-480 CRA PLAN/PROJ ECT/PROGRAM: 2016 Boyton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 1. Approve the contract with Christmas Designers/Florida CDI, LLC to provide lighting and decor services for the 47th Annual Holiday Tree Lighting and Concert event in an amount not to exceed $36,979. 2. Do not approve a contract with Florida CDI, LLC to provide lighting and decor services for the 47th Annual Holiday Tree Lighting and Concert event. 3. The Board may elect to consider additional terms and conditions to be included in the Contract Agreement for the 47th Annual Holiday Tree Lighting and Concert event. ATTACHMENTS: Description Attachment I - Christmas Designers, Inc Bid Attachment II - Contract Agreement ORIGINAL 2.0 BIDDER(S) QUALIFICATIONS 2.1 General Directions Bidder(s)'s Qualifications — Responses to the following are to be provided EXACTLY with the item, paragraph, and section numbers shown hereinafter. Qualification information submitted shall be applicable only to the company entity or branch that will perform this Work. Bidder(s) are required to submit a complete response to each requested item that follows. Responses requiring additional space should be incorporated in to the bid as an attachment with reference by item number as listed in the following sections. 2.2 Bidder(s)'s Location and Registration Name: Christmas Designers / Florida CDI, LLC Street Address: 3124 NW 16th Terrace Mailing Address: 3124 NW 16th Terrace City, State, Zip Pompano Beach, FL 33064 Telephone No.: (954) 973-4225 Fax No: (954) 973-0914 Email Address of Contact Person: joe@christmasdesigners.com; jorgen@christmasdesigners.com Federal Identification No.: 81-1802328 State of Incorporation & Registration No.: If not a corporation, explain your status: Limited Liability Company, Partnership 2.3 Bidder(s)'s History 2.3.1 Bidder(s)'s 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 your organization and management efforts. 2.3.2 Age of Organization In continuous business since: 1979 - Christmas Designers, Inc 2.3.3 Failure to Complete or Default 00878738-1 8 List each project your organization has, on an awarded contract, within the past thirty- six (36) months, defaulted or failed to complete and the reasons why, along with any additional relevant information. 2.3.4 Liquidated Damages List each project your organization has, on an awarded contract, within the past thirty- six (36) months, paid liquidated damages, the reasons why, the amount of the damages paid, the length of delay involved (if any), and any additional relevant information 2.3.5 Legal Actions List all civil and criminal legal actions in which your organization is currently or was in the past thirty-six (36) months a named party or providing the state, case number and disposition of each. Bidder may include any additional relevant information. 2.3.6 For each public project completed within the past thirty-six (36) months list: the name of the public entity, the original bid amount on which the bid was awarded, then number and amount of change orders submitted by bidder, the amount by which the final project costs payable to bidder exceeded the original bid. 2.4 Relevant Construction & Project Experience In the table shown in Attachment "E," Statement of Relevant Construction Experience, Bidder(s) shall List relevant project experience in which bidder(s) performed General Contracting Firm services similar to those outlined in this ITB. Bidder(s) are to exactly reproduce this table in their responses with information in accordance with the column headings shown. Notations such as "N/A" are not acceptable. If the information required in the column heading is considered "not applicable" or "not available" for particular project listed, then list another project where the information is applicable and available. Projects listed should be as close as possible to the scope of the projects for this ITB. Bidder(s) may also attach photos for each similar or related project completed within the last thirty-six (36) months. 2.5 Subcontractors If a bidder(s) subcontracts any portion of the Project for any reason, the bidder(s) must state the name and address of the Licensed Subcontractor and the name of the person(s) to be contracted on the enclosed "Schedule of Subcontractors," Attachment "F" Schedule of Subcontractors. The BBCRA reserves the right to accept or reject any or all bids wherein a Subcontractor is named, and to make the award to the bidder(s), who, in the opinion of the BBCRA, will be in the best interest of and/or most advantageous to the BBCRA. The BBCRA also reserves the right to reject a bid of any bidder(s) if the bid names a subcontractor who has previously failed in the proper performance of an award or failed to deliver Contracts of a similar nature on time, or is not in a position to perform properly under this award. The BBCRA reserves all rights in order to make a determination as to the foregoing. Bidder(s) shall include in their Bid a statement that if selected to enter into a Construction Services Contract, bidder shall, throughout the term of the contract, periodically provide the BBCRA with an updated list of all subcontractors working on the project. 00878738-1 9 2.6 Drug -Free Workplace Certification Every bidder shall provide a certification on the form provided, Attachment "G" Drug -Free Workplace Certification, indicating whether the bidder has implemented a drug-free workplace program pursuant to the requirements of Florida Statute Section 287.087. Preference in the award process shall be given, according to the statutory requirements, to a business that certifies it has implemented a drug-free workplace program. 2.7 Licenses Bidder(s) shall provide copies of any and all licenses, certifications or other related professional credentials held by the company required to complete the project. 2.8 Insurance Requirements Bidder(s) shall provide copies of the firm's General Liability and Workers' Compensation Insurance Certificates with their proposal. 3.0 PRICING AND COSTS 3.1 Construction Services Price Bid and Related Costs The cost bid shall be provided in the format shown in Attachment "H," Cost Bid based on the items listed and described in Attachment "A," Project Scope of Work. The scope of the bidder(s) work consists of the totality of the successful bidder(s)'s/Construction Firm's duties and obligations under the Contract Documents. 3.2 Self Perform Identify all work your firm would propose to self -perform for this program in recognition that such work would be competitively bid and awarded at the BBCRA's sole discretion. 3.3 Permit Fees It is the bidder's sole responsibility to obtain and include the costs for any and all permit fees required to perform work under this Project Scope of Work by any and all applicable agencies and governing bodies. 00878738-1 10 4 ATTACHMENT "A" • Installation of holiday lights in the following areas: Area I: Front of Schoolhouse Museum o Install LED lights on 6 Royal Palm Trees o Install LED lights on l Oak Tree o Install LED lights on 1 Black Olive Tree Area II: Behind Trellises o Install LED lights on 6 Crepe Myrtle Trees Area II: Center Island o Install LED lights on 2 Foxtail Palm Trees o Install LED lights on Hedges o Install LED lights on the monument sign at the Schoolhouse Children's Museum o Install LED lights on 2 Trellises — one on each side of the center island o Install LED lights on the Schoolhouse Children's Museum's building entrance arch, lower fascia, second -floor roofline facing the road, and all 3 sides of the tower roofline. • Install a 50' LED Panel Tree, with topper, tree box, and decor • Install I Outdoor Menorah Display • Install l Outdoor Kwanzaa Display • Install I LED Double Sided Glitter Mesh Bow • Provide maintenance on the tree, lights, and decor throughout the event season • All work must be performed in accordance with all applicable federal, state, county, and city laws and regulations. M• ATTACHMENT "B" ADDENDA ACKNOWLEDGEMENT Receipt is hereby acknowledged of the following addenda to the 47" Annual Boynton Beach Holiday Tree Lighting and Concert Decor Project COST INVITATION FOR BID by entering YES or NO in the space provided and indicating date received. No. I X Date 10/4/2017 No.2 Date No.3 Date No.4 Date No.5 Date Bidders 's Signature Joe Campbell - Director of Sales Title 00878738-1 12 5 M ATTACHMENT "C" BIDDER(S) ACKNOWLEDGEMENT AND COMPLIANCE STATEMENT Submit Bids To: Boynton Beach Community Redevelopment Agency 710 North Federal Highway Boynton Beach, FL 33435 Release Date: Tuesday, September 26 2017 Project Title: 47th Annual Boynton Beach Holiday Tree Lighting and Concert Decor Bid Submitted Friday, October 6, 2017. Bids must be received in their entirety by By: the BBCRA no later than 11:00 P.M. (local time). Bids will be opened in the Boynton Beach Community Redevelopment Agency unless specified otherwise. All awards made as a result of this bid shall conform to applicable sections of the charter and codes of the Boynton Beach Community Redevelopment Agency. Name of Vendor: Christmas Designers / Florida CDI, LLC Federal I.D. Number: 81-1802328 A Corporation of the State Florida of: Telephone ( 954 ) 973 - 4225 Fax Number: (_254 ) 973 - Number: 0914 Mailing Address: 3124 NW 16th Terrace City: Pompano Beach State: FL Zip: 33064 Vendor Mailing Date: 10/6/2017 Aut ized Signature Jode-Campbell - Director of Sales Name (Printed or Typed) 00876736-1 13 ATTACHMENT "D" PUBLIC ENTITY CRIMES STATEMENT A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not: submit a bid on a contract or provide any goods or services to a public entity; submit a bid on a contract with a public entity for the construction or repair of a public building or public work; submit bids on leases of real property to a public entity; be awarded or perform work as a CONTRACTOR, supplier, subcontractor or consultant under a contract with any public entity; or transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. As the person authorized to sign the Statement, I certify that this firm complies fully with the above requirements. Bidder()'s Signature Joe Campbell - Director of Sales Title 00878738-1 14 8 ATTACHMENT "E" STATEMENT OF RELEVANT CONSTRUCTION & PROJECT EXPERIENCE I . Name of Bidder(s): Christmas Designers / Florida CDI, LLC 2. Business Address: 3124 NW 16th Terrace, Pompano Beach FL 33064 3. When Organized: 1979 4. Where Incorporated: 1979 5. How many years have you been engaged in the contracting business 38 years under the present firm name? 6. General character of work performed by your company: Turn -Key Company for Commercial Holiday Lighting & Decorations 7. Enclose evidence of possession of required licenses and/or business permits. 8. Number of Employees: 33 Year-round employees, +150 Seasonal Employees 9. Bonding Capacity: 10. Experience in performance: $1,000,000.00 Project $ Value Town of Palm Beach +80,000.00 Hollywood Beach CRA $+100,000.00 City of West Palm Beach $ +50,000.00 Village of Bal Harbour $ 75,000.00 Bayfront Park Management Trust $ 20,000.00 00878738-1 15 Contact Name Brett Madison Lisa Liotta Catherine Ast Ramiro J Inguanzo Jose Gell Phone # 954-924-2980 305-993-7312 enc �cn �c cn ATTACHMENT "F" SCHEDULE OF SUBCONTRACTORS Bidder(s) are to submit a detailed listing of any subcontractor(s) participation of any portion of this project for any reason. Attach additional pages if necessary. Project Title: 4711 Annual Boynton Beach Holiday Tree Lighting and Concert Decor Issuance Date: September 26, 2017 Bidder(s)s Name: Christmas Designers / Florida CDI, LLC Name/Address/Phone of Subcontractor Type of Work to be Performed Dollar Amount % of Total Name: N/A Address: Phone: Name: Address: Phone: Name: Address: Phone: 00878738-1 16 ATTACHMENT "G" DRUG-FREE WORKPLACE CERTIFICATION Preference shall be given to businesses with drug-free workplace programs but it is not a requirement to submit a bid proposal. Whenever two (2) or more bids, which are equal with respect to price, quality and service, are received by the Boynton Beach Community Redevelopment Agency or by any political subdivision for the procurement of commodities or contractual services, a bid received from a business that certifies that it has implemented a drug-free workplace program shall be given preference in the award process. Established procedures for processing tie bids will be followed if none of the tied vendors have a drug-free workplace program. In order to have a drug-free workplace program, a business shall: Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace, and specifying the actions that will be taken against employees for violations of such prohibition. 1) Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace; any available drug counseling, rehabilitation and employee assistance programs; and the penalties that may be imposed upon employees for drug abuse violations. 2) Give each employee engaged in providing the commodities or contractual services that are under Bid a copy of the statement specified in subsection (1). 3) In the statement specified in subsection (1), notify the employee that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of or plea of guilty or nolo contendere to any violation of Chapter 893, or of any controlled substance law of the United States of America or any state for a violation occurring in the workplace no later than five (5) days after such conviction. 4) Impose a sanction on or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community by any employee who is so convicted. 5) 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. Bidder(s)'s Signature Joe Campbell - Director of Sales Title 00878738-1 1 10 Is ATTACHMENT "H" COST BID Project Title: Boynton Beach CRA: 47'x' Annual Boynton Beach Holiday Tree Lighting and Concert Decor Name of Bidder(s): Christmas Designers / Florida CDI, LLC We propose and agree, if this Bid is accepted, to contract with the Boynton Beach Community Redevelopment Agency (BBCRA), to furnish all material, equipment, machinery, tools, apparatus, means of transportation, construction, coordination, labor and services necessary to complete/provide the work specified by Attachment "A," Project Scope of Work. Having studied the Invitation to Bid (ITB) documents and Project Scope of Work as prepared and having examined the project site, we propose to perform the work of this project according to the Contract Documents and any addenda which we have received: The bidder(s) agrees to accept as full payment for the project or identified portion of the project. GRAND TOTAL: S 36,979.00 Thirty-six thousand nine hundred seventy-nine Dollars and zero Cents (amount written in words has precedence) The undersigned bidder(s) agrees to commence work within five (5) calendar days after the date of the "Notice to Proceed" has been awarded and shall complete all work as described in the Exhibit "A" (Scope of Work) without interruption on or before December 1, 2017, 5:00 P.M. X Two (2) originals and one (1) unbound copy of bid submitted N/A Schedule of Subcontractor(s) submitted, if applicable. X Evidence of possession of required licenses and/or business permits submitted. The undersigned hereby represents that he or she has carefully examined the ITB including all Contract Documents, and will execute the contract and perform all its items, covenants and conditions, all in exact compliance with the requirements. The bidder(s), by and through the submission of this bid, agrees that he or she has examined and shall be held responsible for having theretofore himself or herself examined the character of the route, location, surface and underground obstructions, conditions and all other physical 00878738-1 18 12 characteristics of the work in order that he or she may thereby provide for the satisfactory completion thereof, including the removal, relocation or replacement of any objects or obstructions which will be encountered in performing the proposed work. The bidder(s), by submission of this bid, acknowledges that the bidder(s) has been advised that in the event that the bidder(s) contests the award of this project to another bidder(s), the bidder(s) damages, if any, are limited to actual bid preparation costs, and bidder(s) hereby waives any claim it may have for other damages coming from the BBCRA's failure to award the project bidder(s). Date I c Christmas Designers / Florida CDI, LLC Name of Bidder(s), Corporation, Firm or Individual By: Signature Joe Campbell Printed/Typed Name Director of Sales Title 954-973-4225 ext. 121 Telephone Number Florida Contractor's License, if applicable Number: /A 00878738-1 19 13 ATTACHMENT "I" SCHEDULE OF BID PRICES *All Values must be typed or clearly printed* Description Total Sum Area I — Front of Schoolhouse Children's Museum Lighting for each of the six (6) Royal Palms: wrap trunks and fronds with warm white lights. • LED Royal Wraps Warm White 1,134.00 ,l34.001,200.00 1,200.00 • LED Frond Sets Warm White 384.00 • Equipment Char e $ 2,718.00 Lighting for one (1) Oak Tree and one (1) Black Olive Tree: wrap the trunk and scatter lights throughout the foliage. • LED 70 lights 4" spacing light sets CC Warm White 243.00 • LED Scatter Sets Warm White 1,075.00 $ 1,318.00 Total Area I $ 4,036.00 Area II — Behind Trellis Lighting for six (6) Crepe Myrtle Trees, three located behind each of the two (2) Trellises: Scatter warm white lights throughout the foliage. • Scatter Sets Warm White $ 2,580.00 Total Area II $ 2,580.00 Area III — Center Island Install one (1) 50' Holiday Panel Tree lit with multi -colored C7 LED Bulbs with an 8' Custom Starburst Topper on a Custom Diamond Tree Box, white frame with Glitter Mesh inserts, decorated in Gold Glitter Bows and assorted 6" Ornaments in Holiday Colors. • 50' C7 LED Panel Tree, with Topper, Tree Box, and decorations. • Installation and Removal $ 22,080.00 Holiday Decor • Install one (1) Outdoor Menorah with Incandescent bulbs. • Install one (1) Outdoor Kwanzaa Display with Incandescent bulbs. 400.00 400.00 $ 800.00 00878738-1 20 14 The Contractor is solely responsible for determining the quantities and understanding that any items not included shall be considered incidental and are to be included within the Total Bid. 00878738-1 2 1 On the top of one (1) Monument Sign(SchooIhouse Children's Museum), install one (1) Double Sided Center -Mounted Red Glitter Mesh Bow and outline the sign with 50' of C7 6" spacing white cord light line with Warm White LED bulbs. 1,200.00 • Install one (1) Double Sided Glitter Mesh Bow 275.00 • C7 6" Spacing White Cord with Warm White LED Bulbs $ 1,475.00 Lighting for two (2) Foxtail Palms located in the Center Island: wraps trunks and fronds with warm white lights. Scatter lights throughout hedges. • LED 70 light 4" spacing light sets CC Warm White • LED Frond Sets Warm White 108.00 224.00 • LED Hedge Sets Warm White 96.00 • Equipment Charge $ 728.00 Lighting for two (2) Trellises, one on each side of the Center Island: Outline Trellises with Warm White LED bulbs. Outline the entrance arch, lower fascia, second -floor roofline facing the road, 3 sides of the tower roofline with a total of 300' of C7 12" Warm White LED bulbs. 3,480.00 • C7 12" spacing green cord with Warm White LED bulbs 1,800.00 • C7 12" spacing white cord with Warm White LED bulbs $ 5,280.00 Total Area III $ 30,363.00 Maintenance of Tree and Lights Maintenance of Tree, Lights, and D6cor through December 31, 2017. $ 0.00 Total Maintenance $ 0.00 Total Bid $ 36,979.00 The Contractor is solely responsible for determining the quantities and understanding that any items not included shall be considered incidental and are to be included within the Total Bid. 00878738-1 2 1 15 ATTACHMENT "J" BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY DRAFT CONTRACTOR AGREEMENT Christmas Designers / This Contractor Agreement (hereinafter "Agreement") is made by and between Florida CDI, LLC (hereinafter the "Contractor") and the Boynton Beach Community Redevelopment Agency, located at 710 N. Federal Highway, Boynton Beach, Florida 33435 (hereinafter the "CRA") (collectively the "Parties"). WHEREAS, the CRA is in need of Contractor Services for the 47't' Annual Boynton Beach Holiday Tree Lighting and Concert Decor (hereinafter "Event"), which will take place at the time and location described below; and WHEREAS, the Event will be held for a proper municipal purpose and is in the interest of the public-, and WHEREAS, the Event will further the Community Redevelopment Plan; and WHEREAS, the Contractor has the knowledge, ability, and equipment to provide Contractor services at the Event; NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, the sufficiency of which both Parties acknowledge, the Parties agree as follows: 1) Incorporation. The recitals above and all other information above are hereby incorporated herein as if fully set forth. 2) Notice and Contact. a. Contact Person for the Contractor: Joe Campbell Business Name: Christmas Designers / Florida CDI, LLC Address: 3124 NW 16th Terrace, Pompano Beach, FL 33064 Telephone Number: (954) 973-4225 ext. 121 Email Address: joe(�,)christmasdesigners.com; jorgen christmasdesigners.com b. Contact Person for CRA (hereinafter "Program Coordinator"): Name: Mercedes Coppin Address: 710 North Federal Highway, Boynton Beach FL 33435 Email Address: CoppinM a,bbfl.us Telephone Number: 561-600-9097 3) Description of the Services: As described in Attachment "A", Scope of Work. 4) Dates and Times of Event(s). Dates: Between the hours of: 00878738-1 22 IM December 2, 2017 5:30 P.M. and 9:00 P.M. 5) Approximate length of Contractor Services. November 20, 2017 through December 31, 2017 6) Location. 129 East Ocean Avenue, Boynton Beach, FL 33435. 7) Terms of Contractor Services. The Contractor shall provide Contractor Services described above for the Event. The Contractor shall begin promptly at the start times listed above, and shall perform only within the Date(s) and Time(s) described above. Reasonable variances frorn the Date(s) and Time(s) are permitted for acceptable reasons. The CRA has sole and absolute discretion as to what constitutes a "reasonable variance" and what constitutes an "acceptable reason." The Contractor may reasonably prepare for and clean up outside of the Date(s) and Time(s) described above in accordance with any permissions and restrictions prescribed by the CRA. 36,979.00 8) Compensation. The CRA shall pay the Contractor a total of $ (hereinafter, "Compensation") for the performance of the Contractor Services, which sum shall be paid as follows: Deposit of $14,792.00 payable provided that the Contractor has provided the CRA with the tax forms required by this Agreement; Check Payable to: Florida CDI, LLC Business Tax I.D.: 81-1802328 Payment of $ 14,791.00 upon completion of the Contractor Services, if the Contractor has submitted all paperwork required by the CRA. Check Payable to: Florida CDI LLC Balance of $ 7,396.00 payable upon completion of the Contractor Services. Check Payable to: Florida CDI, LLC Business Tax I.D. Number: 8 1-1 802328 (Deposit, payment and balance described above are collectively referred to hereinafter as "Payment.") 9) Form of Payment of Compensation. Payment of Compensation upon completion of the Contractor Services on the day of the performance is dependent upon sufficient time having been allowed for processing of this Agreement. If Payment cannot be made on the day of performance, it shall be made within 45 days thereafter, in accordance with the Local Government Prompt Payment Act, Section 218.70, et al., Florida Statutes. All Payments shall be in the form of a CRA check made payable to the Contractor, or as indicated above. No payment made under this Agreement shall be conclusive evidence of the performance of this 00878738-I 23 17 Agreement by the Contractor, either wholly or in part, and no Payment shall be construed to be an acceptance of or to relieve the Contractor of liability for the faulty or incomplete rendition of the Contractor Services. 10) Costumes, Equipment, Etc. All costumes; footwear; makeup; props; equipment transportation, set-up, and break -down; and anything else necessary to provide the Contractor Services shall be provided by and at the expense of the Contractor. The Contractor shall leave the performance site in a condition equal to that prior to performance of the Contractor Services. The CRA shall not be responsible for any equipment or other property of the Contractor brought to or left on CRA property. 11) Personnel. Contractor represents that Contractor has, or will secure at Contractor's own expense, all necessary personnel required to perform the Contractor Services under this Agreement. Such personnel shall not be employees of, or have any contractual relationship with, the CRA. All of the Contractor Services shall be performed by the Contractor, or under Contractor's supervision, and all personnel engaged in performing the services shall be fully qualified and, if required, licensed or permitted under state and local law to perform such Contractor Services. Contractor warrants that all Contractor Services shall be performed by skilled and competent personnel in accordance with all applicable federal, state and local professional and technical standards. 12) Vehicles. All vehicles belonging to Contractor or Contractor's personnel shall be removed from the event location site and parked in the assigned area prior to the start of the Contractor Services. 13) Propriety. The Contractor shall ensure that their performance of Contractor Services will not contain swearing, lewd actions, or lewd comments, or any behavior, activity, or language unsuitable for the intended public audience. 14) Content, Logistics, Etc. The Contractor understands that the CRA has sole and absolute discretion as to the content and propriety of the Contractor. The Contractor also understands that the CRA has final and complete control of the method, manner, means, scheduling, placement, and other logistical considerations at the Event. The Contractor shall be allotted reasonable time for meals, bathroom breaks, costume changes, or other reasonable breaks, as applicable. The Contractor also understands that, with the exception of the Contractor Services, the CRA retains creative control of all other elements of the event, including but not limited to sound levels, choice of other performers (include master of ceremonies and speakers), performance length, lights, amplification, stage sets, and film or video played to the audience during the event. The Contractor shall have exclusive control of the Contractor Services provided by the Contractor. 15) Cancellation. The CRA reserves the right to cancel or postpone the Contractor Services for any reason. a. If the CRA cancels or postpones the Contractor Services 72 hours or more before the scheduled Performance Date of the Contractor Services for reasons other than 00878738-1 24 18 breach by Contractor, the CRA shall not be liable to Contractor for payment for any Contractor Services which are cancelled or postponed, but shall be liable for payment of goods received and Contractor Services rendered and accepted by the CRA prior to the date of notice of cancellation.. b. If the CRA cancels the Contractor Services less than 72 hours before the scheduled Performance Date for reasons other than breach by the Contractor, and the CRA reschedules the Event, Contractor agrees that payment will occur only after completion of performance at the rescheduled Event. If the Event and Contractor Services are rescheduled, only the date and times of performance(s) and the date of payment under this Agreement shall be modified; the other terms of this agreement shall remain in effect unless otherwise modified under this Agreement. if the Contractor can provide evidence that it cannot participate in the rescheduled Event due to unavoidable conflict, the Contractor is entitled to compensation from the CRA only for goods received and Contractor Services rendered and accepted by the CRA prior to the date of notice of cancellation, plus any costs Contractor incurred that it cannot get refunded for and/or cannot mitigate for in another transaction. c. If the CRA cancels the Event less than 72 hours before the scheduled Performance Date for reasons other than breach by the Contractor and does not reschedule, the Contractor is entitled to compensation from the CRA only for goods received and Contractor Services rendered and accepted by the CRA prior to the date of notice of cancellation, plus any costs Contractor incurred that it cannot get refunded for and/or cannot mitigate for in another transaction. d. In no case shall any payments made pursuant to this paragraph exceed the amount of Compensation identified in paragraph 8 of this Agreement. e. In the event of any cancellation or postponement, the CRA will endeavor to notify the Contractor as soon as practicable prior to the Performance Date. f. It is understood that this is a "rain or shine" event and the terms of this Agreement are in no way affected by inclement weather. Every effort will be made to continue the performance. However, the CRA reserves the right to cancel the performance in the event that the weather poses a potential danger to the Contractor, the equipment, or audience. Safety shall be the paramount consideration in determining whether the performance must be cancelled due to weather. g. Any failure of the Contractor to perform may be excused only for proven sickness or injury, civil tumult or riot, terrorist acts, epidemics, acts of God, or other conditions beyond the control of the Contractor. The Contractor or agent must notify the CRA immediately of any reason which might result in Contractor's failure to perform on the scheduled date. If the Contractor cancels the Contractor Services or does not attend the Event fully prepared to provide the Contractor Services, the Contractor shall immediately refund all deposits or payments received from the CRA for Contractor Services. h. The CRA reserves the right to approve /substitute any other contractor for Contractor in the event that Contractor is not able to perform as scheduled. 16) Default. The failure of the Contractor to comply with the provisions set forth in this Agreement shall constitute a default and breach of this Agreement. If the Contractor fails to 00878738-1 25 19 cure the default within seven (7) days of notice from the CRA or prior to the start of the Event, whichever comes first, the CRA may terminate this Agreement. In the event that the Contractor is not ready to perform at the scheduled time; or if (a) vital performing member(s) is/are not present; or if the Contractor or its members arrive at the performance in such a condition as to appear to a reasonable person to be incapable of perfonning in a reasonably acceptable manner; then the Contractor is deemed to have committed a material breach of this Agreement and the CRA shall have the absolute right in its sole discretion to cancel the performance or terminate the performance in progress, and to refuse payment accordingly. In the event of material default or breach by Contractor, and in addition to any other remedies provided for in law or this Agreement, Contractor shall refund all monies previously paid by the CRA pursuant to this Agreement. 17) Waiver. The CRA shall not be responsible for any property damages or personal injury sustained by the Contractor from any cause whatsoever related to the Event, whether such damage or injury occurs before, during, or after the Event. The Contractor 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 the Contractor. This waiver, discharge, and release specifically include negligence by the CRA, its agents, or its employees, to the fullest extent the law allows. 18) Indemnification. The Contractor 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 the Contractor. 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 Contractor to indemnify the CRA for its own negligence, or intentional acts of the CRA, its agents or employees. Each party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers, employees and agents. 19) No Transfer. The Contractor shall not subcontract, assign, or otherwise transfer this Agreement to any individual, group, agency, government, non-profit or profit corporation, or other entity. 20) Insurance. The Contractor shall obtain all insurance required by the CRA and provide proof thereof at least 10 days prior to the Event, and include, along with an executed copy of this Agreement, a Certificate of Insurance ("COI") with a liability limit of at least $1,000,000 per occurrence. The Insurance must remain in force for so long as is necessary to cover any occurrence relating to, resulting from, or arising out of the Event or this Agreement. The CRA is to be included as "Additional Insured" with respect to liability arising out of services performed by the Contractor by or on behalf of the CRA or acts or omission of the Contractor in connection with providing Contractor Services pursuant to this Agreement. The Certificate must include the following additional insured language: 00878738-1 2 6 20 Boynton Beach Community Redevelopment Agency 710 N. Federal Highway Boynton Beach, Florida 33435 The City of Boynton Beach 100 E. Boynton Beach Boulevard Boynton Beach, Florida 33425 In the absence of a COI, the Contractor shall sign the CRA Indemnification & Waiver of Liability Agreement provided by the CRA. 21) Tax Forms. The Contractor's individual members, including the Contractor's agents and employees, shall provide the CRA with completed W-9 forms in order receive Payment. The CRA shall provide the Contractor with an IRS Form 1099 where required under law. The Contractor further acknowledges that the CRA is neither paying Social Security benefits nor withholding taxes from the Contractor's compensation for the Contractor Services. The Contractor assumes all Liability and responsibility for payment of the Contractor's (and the Contractor's individual members) own FICA and Social Security benefits and all taxes resulting from this Agreement. 22) No Discrimination. The Contractor 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. 23) No Partnership, Etc. The Contractor 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 the Contractor is an independent contractor(s) and that no employer/employee or principal/agent is or shall be created nor shall exist by reason of this Agreement or the performance of Contractor Services. The Contractor will exercise its own judgment in matters of safety for itself and attendees of the Event. The Contractor attests that it possesses a current personal accident and or personal health insurance policy. 24) Promotional Materials. The Contractor agrees that the CRA may photograph and/or record video and audio of the Contractor Services, and that such photographs and recordings may be (i) used for the purposes of promotion of the Event or future events; (ii) transmitted live or by recording on local television and radio channels; and (iii) used in materials intended for public display or distribution to the public, including but not limited to print advertisements, billboards, street and light pole banners, websites affiliated with the CRA, and social media affiliated with the CRA. The Contractor waives and assigns to the CRA all copyrights under the Copyright Contractor of 1976, 17 U.S.C. 101, et seq., and all other rights in recorded, photographed, or transmitted versions of the Contractor Services. The CRA shall attribute the Contractor Services to the Contractor. 25) No Infringement. The Contractor represents that in performing the Contractor Services under this Agreement, the Contractor will not infringe on the property right, copyright, patent right or any other right of anyone else; and if any suit is brought or a claim made by anyone that 00878738-1 2 7 21 anything in conjunction with the ownership or the presentation of said Contractor or appearance as part of the Contractor Services is an infringement on the property right, copyright, patent right, or other rights, the Contractor will indemnify the CRA against any and all loss, damages, costs, attorney fees or other loss whatsoever. The Contractor shall not use the CRA's logos, or marks without the CRA's prior written approval. 26) Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein, are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 27) Counterparts and Transmission. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The executed signature page(s) from each original may be joined together and attached to one such original and it shall constitute one and the same instrument. In addition, said counterparts may be transmitted electronically (i.e., via facsimile or .pdf format document sent via electronic mail), which transmitted document shall be deemed an original document for all purposes hereunder. 28) Agreement Deemed to be Drafted Jointly. This Agreement shall be deemed to be drafted jointly and shall not be construed more or less favorably towards any of the parties by virtue of the fact that one party or its attorney drafted all or any part thereof. 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. 29) Governing Law, Jurisdiction, and Venue. The terms and provisions of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida and the United States of America, without regard to conflict of law principles. Venue and jurisdiction shall be Palm Beach County, Florida, for all purposes, to which the Parties expressly agree and submit. 30) Independent 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. 31) 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. 00878738-1 2 8 22 32) Voluntary Waiver of Provisions. The CRA may, in its sole and absolute discretion, waive any requirement of the Contractor contained in this Agreement. 33) Public Records. The CRA is a public agency subject to Chapter 119, Florida Statutes. The Act shall comply with Florida's Public Records Law. Specifically, the Act shall: a. Keep and maintain public records required by the CRA to perform the Entertainment Services described in this Agreement. b. Upon request from the CRA's custodian of public records, provide the CRA with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public record requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Act 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 the Act or keep and maintain public records required by the CRA to perform the service. If the Act transfers all public records to the CRA upon completion of the contract, the Act shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Act keeps and maintains public records upon completion of the contract, the Act 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. The Contractor also understands that CRA may disclose any document in connection with performance of the Contractor Services or this Agreement, so long as the document is not exempt or confidential and exempt from public records requirements. IF THE ACT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THECONTRACTOR'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, FL 33435; or oynton eac C n .us. 34) Agent. If this Agreement is signed by the Contractor's agent, the agent warrants that he/she is duly authorized to act on behalf of the Contractor, that he/she is authorized to enter into this Agreement, and that the agent and Contractor are jointly and severally liable for any breach of this Agreement. 35) Compliance with Laws. In the performance of the Contractor Services under this Agreement, the Contractor shall comply in all material respects with all applicable federal and state laws and regulations and all applicable Palm Beach County, City of Boynton Beach, and CRA ordinances and regulations, including ethics and procurement requirements. 00878738-1 2 9 23 36) Effective Date and Termination. This Agreement will become effective at the date and time that the last party signs this Agreement. This Agreement will automatically terminate after the performance of the Contractor Services and payment by the CRA, or on October 23, 2017 whichever occurs first. Nothing in this paragraph shall be construed so as to affect the CRA's right to cancel or postpone the Contractor Services pursuant to this Agreement. 37) Survival. The provisions of this Agreement regarding the content of the Contractor, promotional rights, infringement, indemnity, waiver, insurance, agents, and cancellation shall survive the expiration or termination of this Agreement and remain in full force and effect. 38) Electronic Signatures. The parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective to bind such party to this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year written below. By. s..._ -..._ Authori' Representative for Contractor Print Name/Title: Joe Campbell - Director of Sales Authorized Representative for CRA Print Name: 00878738-1 3 0 Date: G J " 2 0 I Date: 24 ATTACHMENT "J" SITE INSPECTION CONFIRMATION Project Title: 47th Annual Boynton Beach Holiday Tree Lighting and Concert Decor Check One: Non -Mandatory: Mandatory: X Joe Campbell - Director of Sales as an authorized agent of Name and Title of Company Representative Christmas Designers / Florida CDI, LLC (hereinafter called the Proposer) Name of Company located at 3124 NW 16th Terrace, Pompano Beach, FL 33064 and that said Company Address Proposer is hereby certifies that on July 24th , 2017, Proposer or Proposer's representative personally visited the Project site located at 129 E. Ocean Avenue, Boynton Beach, FL 33435 and has carefully examined the existing conditions and reviewed these conditions as they relate to Attachment "A", Scope of Work, for said Project prior to submitting his/her Proposal. Signature o,�Company Representative Named Above Date Joe Campbell Print Name Director of Sales Title 00878738-1 3 1 CDIEN-1 OP ID : DA /YCERTIFICATE OF LIABILITY INSURANCE 10/05/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. –-...-.... - ..--._...._ _..__.. — ........... IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 954-776-2222 ' CONTACT Beth Garcia CIC Brown & Brown of Florida, Inc. 1201 W Cypress Creek Rd # 130 P.O. Box 5727 Ft. Lauderdale, FL 33310-5727 Beth Garcia, CIC NAME, PHONE 954-776-2222 FaX „_,.954-7764446 INSURER A: Progressive Express Ins. Co. 110193 INSURED CDI Enterprises LLC INSURERS: Hartford Fire Insurance Co. -19682 Florida CDI, LLC INSURERC:-Twin City Fire Ins. Co. 29459 Attn: Gustavo Colella - - 3124 NW 16th Terr INSURERo_ _-_ Pompano Beach, FL 33064 INSURER E �- INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NIIMRER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE �_ I� --_ - B }(j COMMERCIAL GENERAL LIABILITY W— INSD -SUBRI ADDU WVD POLICY NUMBER -_ -- - _ T 1 POLICY EXP -- POLICY EFF (MM/DD/YYYY _ LIMITS (MM/DDIYYYY) -- 1,000'000 —�NSR �210ESOF7278 EACH OCCURRENCE-_$ ;CLAIMS MADE OCCUR X X DAMAGE TO RENTED 06/01/2017 06/01/2018 PI REMISEGEaoccurrenceL $ -- 3 00,000 ___i- MED EXP (Any oneperson) $ Excluded PERSONAL &ADV INJURY $ _._ 1,000,000 '., GEN'L AGGREGATE LIMIT AP PLIES PER GENERAL AGGREGATE $ 2,000,000 POLICY PRO- LOC _ JECT - PRODUC_ TS - COMP/OP AG_G $ 2,000,000 A T THER. _ 1 $ COMBINED SINGLE LIMIT 1,000,000 A OMOBILE LIABILITY �11 lEa_accident) I $ -- -_- ANY AUTO OWNED SCHEDULEDAUTO 039138200 09/07/2017 09/07/2018 $ X ONLY AUTO-SWNED gpDILYINJURY(Peraccdent) HIRED o AUTOS ONLY 1 AUTOS ONLY PROPERTY DAMAGE (Per aocitlent) $ -(Per -- --- $ C 'UMBRELLA LIAB Ih OCCUR EACH OCCURRENCE $ 3'000'000 X 21XSON1377 AB CLAIMS MADE' � 06/011201711 � 1 06/01/2018 AGGREGATE $ 3'000'000 ---r-- 1 DED RETENTION $ WORKERS COMPENSATION ILITY PER 0TH- TATUT!LER - I YIN OPFDICERO/MOEMBOER/EXCBUDR/DE? ECUTIVE N / A E.L. I'i EACH ACCIDENT $ .____ _ (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $__ If yes, describe under DESCRIPTION OF OPERATIONS below _ -- I -- E.L. DISEASE_ -_POLICY LIMIT , $ III i I I - p6$�S%,TJT ?F2QpERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) UBoynto3nt3B'leacch Community Redevelopment Agency 710 N. Federal Highway Boynton Beach, Florida 33435 and City of Boynton Beach are additional insured with respect to general liability if required by written contract. BOYNTON City of Boynton Beach 100 E. Boynton Beach Blvd Boynton Beach, FL 33425 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CERTIFICATE F LIABILITY INSURANCE DATgMM/DDrYYYY) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 10/5/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER SUNZ Insurance Solutions, LLC ID: (Harbor) CONTACT NAME Ashley Warren c/o Harbor America 21977 E. Wallis Dr. PHONEFAX Arc NQ,_E:t): (281) 577-1080 __- I fArc,_Noi: (281).577 267. 8 — E-MAIL ADDRESS: - ashleyw@amemins_com Porter, TX 77365 OTHER INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Benchmark Insurance_ Company 41394 _ INSURED Harbor America Holdings Inc INSURER B ---— - 21977 East Wallis Drive INSURER C: INSURER D: Porter TX 77365 PROPERTY DAMAGE $ _-- — — Per accident INSURER E : INSURER F : UMBRELLA LIAR OCCUR C1)VFt2A(41-ti CFRTIFIf-ATF NIIMRFR• qoo,)QoGo DC\/Iclll Rl RIIIRIIDCO. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR' ----- -- IADDL SUER POLICY EFF POLICY EXP -- LTR TYPE OF INSURANCE POLICY NUMBER MM/DD7YYYY MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY i EACH OCCURRENCE $ CLAIMS -MADE OCCUR _ DAMAGETO RENTED 1 _ PREMISES(Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ �GEN' L AGGREGATE LIMIT APPLIES PERGENERAL AGGREGATE' $ PRO- 1 POLICY JECT CI LOC [PRODUCTS - COMPIOP AGG __$ OTHER _ $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT _ $ Ea accident2.._ ANY AUTO BODILY INJURY (Per person) I $ OWNED F—' AUTOSULED ONLYUTOS BODILY INJURY (Per accident) �$ AAUTOS HIRED AUTOS N LY ONLY 1 AUTOS ONLY PROPERTY DAMAGE $ _-- — — Per accident UMBRELLA LIAR OCCUR EACH OCCURRENCE $ iXCESS LIAB _ CLAIMS -MADE AGGREGATE $ DED RETENTION $ $ A WORKERS COMPENSATION PER i IWCPEOBNO062 03 4/1/2017 4/1/2018OTH ✓ STATUTE. ER i AND EMPLOYERS' LIABILITYYIN _ L i ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N/A E.L. EACH ACCIDENT $ 1,000,000 — -- (Mandatory in NH) i E L DISEASE - EA EM_ PLOYEE $ 1,000,000 If yes, describe under - DESCRIPTION OF OPERATIONS below - Imo— - ---- -- -- E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Coverage provided for all leased employees but not subcontractors of: CDI Enterprises LLC Effective date: 5/26/2017 The City of Boynton Beach, 100 E. Boynton Beach Blvd, Boynton Beach, FL 33425 4GR I Iril,H I C nU1_uCR %,ANGtLL.A I IUN 394481 Boynton Beach Community Redevelopment Agency 710 N Federal Highway Boynton Beach FL 33435 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE "tg I" 6a Glen J Distefano ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 38233253 1 Harbor America Holdings, Inc. PEO 062 MASTER CERT I Ashley Warren 1 10/5/2017 7:07:31 AM (PDT) I Page 1 of 1 115 S. Andrews Ave., Rm. A-100, Ft. Lauderdale, FL 33301-1895 — 954-831-4000 VALID OCTOBER 1, 2017 THROUGH SEPTEMBER 30, 2018 DBA: Business Name: CDI ENTERPRISES LLC Owner Name: KEVIN LONG Business Location: 3124 NW 16 TERR POMPANO BEACH Business Phone: 954-973-4225 Receipt #: 379-14680 ALL OTHERS (SALES OF CH Business Type,DESIGNs,DEC) Business Opened:o8/30/1985 State/County/Cert/Reg: Exemption Code: Rooms Seats Employees Machines Professionals For Vending Business Only Number of Machines: Vanrlinn Tuna - Tax Amount Transfer Fee NSF Fee Penalty Prior Years Collection Cost Total Paid 45.00 0.00 0.00 0.00 0.00 0.00 45.00 THIS RECEIPT MUST BE POSTED CONSPICUOUSLY IN YOUR PLACE OF BUSINESS THIS BECOMES A TAX RECEIPT This tax is levied for the privilege of doing business within Broward County and is non -regulatory in nature. You must meet all County and/or Municipality planning WHEN VALIDATED and zoning requirements. This Business Tax Receipt must be transferred when the business is sold, business name has changed or you have moved the business location. This receipt does not indicate that the business is legal or that it is in compliance with State or local laws and regulations. Mailing Address: KEVIN LONG 3124 NW 16 TERR POMPANO BEACH, FL 19 slo7:V Receipt #52A-16-00007417 Paid 08/21/2017 45.00 28 FormRequest for Taxpayer Give Form to the (Rev. December 20 Identification Number an Certification requester. De not Department of the Treasury ury Internal Revenue Service send to the IRS. 1 Name (as shown on your income tax return). Name is required on this fine; do not leave this line blank. FLORIDA CDI, LLC N 2 Business name/disregarded entity name, if different from above m rn m a 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: 4 Exemptions (codes apply only to 0 c IndividuaVsole proprietor or ❑ p Ph ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ TrusVestate certain entities, not individuals; see instructions on page 3): m � o single -member LLC ✓ Limited liability company. Enter the tax classification C=C corporation, S=S corporation. P=partnership) ► ❑ tY P Y� ( rp rp P P) P Exempt payee code (if any) `p � Note. For asingle-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for Exemption from FATCA reporting c the tax classification of the single -member owner. code (if any) 4 v ❑ Other (see instructions) ► Oppbes to a=wnts maintained outside the u S) »= U 5 Address (number, street, and apt, or suite no.) Requester's name and address (optional) a 3124 NW 16TH TERRACE ami 6 City, state, and ZIP code cD CO POMPANO BEACH, FL 33064 7 List account number(s) here (optional) nigAw taxpayer taentitication Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Soelal security number backup withholding. For individuals, this is generally your social security number (SSN). However, fora resident alien, sole proprietor, or disregarded entity, see the Part i instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. or Note. if the account is in more than one name, see the instructions for line 1 and the chart on page 4 for Employer identification number guidelines on whose number to enter. F-7-1 Under penalties of perjury, I certify that: The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and divide ds, you are not required to sin the certification, but you must provide your correct TIN. See the instructions on page 3. Sign Signature of ' Here U.S. person ►r 'W1 i _- ___Date ► (f General Instrllctio Section references are to the Internal Revenue Code unless otherwise noted. Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), Individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information retum. Examples of information returns include, but are not limited to, the following: • Form 1099 -INT (interest earned or paid) • Form 1099 -DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2. By signing the filled -out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4, Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information. Cat. No. 10231 X Form W-9 (Rev. 12-2014) From: Christmas Designers 3124 NW 16,h Terrace Pompano Beach FL 33064 P: (954) 973-4225 F: (954) 973-0914 Response to 47th Annual Boynton Beach Holiday Tree Lighting and Concert Decor Invitation to Bid Date Issued: Tuesday, September 26, 2017 BBCRA Boynton Beach CRA 710 N. Federal Highway Boynton Beach, FL 33435 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY CONTRACTOR AGREEMENT This Contractor Agreement (hereinafter "Agreement") is made by and between Florida CDI, LLC (hereinafter the "Contractor") and the Boynton Beach Community Redevelopment Agency, located at 710 N. Federal Highway, Boynton Beach, Florida 33435 (hereinafter the "CRA") (collectively the "Parties"). WHEREAS, the CRA is in need of Contractor Services for the 47th Annual Boynton Beach Holiday Tree Lighting and Concert D6cor (hereinafter "Event"), which will take place at the time and location described below; and WHEREAS, the Event will be held for a proper municipal purpose and is in the interest of the public; and WHEREAS, the Event will further the Community Redevelopment Plan; and WHEREAS, the Contractor has the knowledge, ability, and equipment to provide Contractor services at the Event; NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, the sufficiency of which both Parties acknowledge, the Parties agree as follows: 1) Incorporation. The recitals above and all other information above are hereby incorporated herein as if fully set forth. 2) Notice and Contact. a. Contact Person for the Contractor: Joe Campbell Business Name: Christmas Designers / Florida CDI, LLC Address: 3124 NW 161' Terrace, Pompano Beach, FL 33064 Telephone Number: 954-973-4225 ext 121 Email Address: toe2chtistmasdesigners.com, Jor_ gen2christmasdesigners.com b. Contact Person for CRA (hereinafter "Program Coordinator"): Name: Mercedes Coppin Address: 710 North Federal Highway, Boynton Beach FL 33435 Email Address: Co tt� inM(a�bbfl.us Telephone Number: 561-600-9097 3) Description of the Services: As described in Exhibit "A", Scope of Work. 4) Dates and Times of Event(s). Dates: Between the hours of: December 2, 2017 1 5:30 P.M. and 9:00 P.M. 5) Approximate length of Contractor Services. November 20, 2017 through December 31, 2017 6) Location. 129 East Ocean Avenue, Boynton Beach, FL 33435. 7) Terms of Contractor Services. The Contractor shall provide Contractor Services described above for the Event. The Contractor shall begin promptly at the start times listed above, and shall perform only within the Date(s) and Time(s) described above. Reasonable variances from the Date(s) and Time(s) are permitted for acceptable reasons. The CRA has sole and absolute discretion as to what constitutes a "reasonable variance" and what constitutes an "acceptable reason." The Contractor may reasonably prepare for and clean up outside of the Date(s) and Time(s) described above in accordance with any permissions and restrictions prescribed by the CRA. 8) Compensation. The CRA shall pay the Contractor a total of $36,979 (hereinafter, "Compensation") for the performance of the Contractor Services, which sum shall be paid as follows: Deposit of $_14,792.00_payable provided that the Contractor has provided the CRA with the tax forms required by this Agreement; Check Payable to: _Florida CDI, LLC Business Tax I.D.: 81-1802328 Payment of $14,791.00 upon completion of the Contractor Services, if the Contractor has submitted all paperwork required by the CRA. Check Payable to: Florida CDI, LLC Balance of $7.396.00 payable upon completion of the Contractor Services. Check Payable to: Florida CDI, LLC_ Business Tax I.D. Number: 81-1802328 (Deposit, payment and balance described above are collectively referred to hereinafter as "Payment.") 9) Form of Payment of Compensation. Payment of Compensation upon completion of the Contractor Services on the day of the performance is dependent upon sufficient time having been allowed for processing of this Agreement. If Payment cannot be made on the day of performance, it shall be made within 45 days thereafter, in accordance with the Local Government Prompt Payment Act, Section 218.70, et al., Florida Statutes. All Payments shall be in the form of a CRA check made payable to the Contractor, or as indicated above. No payment made under this Agreement shall be conclusive evidence of the performance of this Agreement by the Contractor, either wholly or in part, and no Payment shall be 2 construed to be an acceptance of or to relieve the Contractor of liability for the faulty or incomplete rendition of the Contractor Services. 10) Costumes, Equipment, Etc. All costumes; footwear; makeup; props; equipment transportation, set-up, and break -down; and anything else necessary to provide the Contractor Services shall be provided by and at the expense of the Contractor. The Contractor shall leave the performance site in a condition equal to that prior to performance of the Contractor Services. The CRA shall not be responsible for any equipment or other property of the Contractor brought to or left on CRA property. 11) Personnel. Contractor represents that Contractor has, or will secure at Contractor's own expense, all necessary personnel required to perform the Contractor Services under this Agreement. Such personnel shall not be employees of, or have any contractual relationship with, the CRA. All of the Contractor Services shall be performed by the Contractor, or under Contractor's supervision, and all personnel engaged in performing the services shall be fully qualified and, if required, licensed or permitted under state and local law to perform such Contractor Services. Contractor warrants that all Contractor Services shall be performed by skilled and competent personnel in accordance with all applicable federal, state and local professional and technical standards. 12) Vehicles. All vehicles belonging to Contractor or Contractor's personnel shall be removed from the event location site and parked in the assigned area prior to the start of the Contractor Services. 13) Propriety. The Contractor shall ensure that their performance of Contractor Services will not contain swearing, lewd actions, or lewd comments, or any behavior, activity, or language unsuitable for the intended public audience. 14) Content, Logistics, Etc. The Contractor understands that the CRA has sole and absolute discretion as to the content and propriety of the Contractor. The Contractor also understands that the CRA has final and complete control of the method, manner, means, scheduling, placement, and other logistical considerations at the Event. The Contractor shall be allotted reasonable time for meals, bathroom breaks, costume changes, or other reasonable breaks, as applicable. The Contractor also understands that, with the exception of the Contractor Services, the CRA retains creative control of all other elements of the event, including but not limited to sound levels, choice of other performers (include master of ceremonies and speakers), performance length, lights, amplification, stage sets, and film or video played to the audience during the event. The Contractor shall have exclusive control of the Contractor Services provided by the Contractor. 15) Cancellation. The CRA reserves the right to cancel or postpone the Contractor Services for any reason. a. If the CRA cancels or postpones the Contractor Services 72 hours or more before the scheduled Performance Date of the Contractor Services for reasons other than breach by Contractor, the CRA shall not be liable to Contractor for payment for 3 any Contractor Services which are cancelled or postponed, but shall be liable for payment of goods received and Contractor Services rendered and accepted by the CRA prior to the date of notice of cancellation.. b. If the CRA cancels the Contractor Services less than 72 hours before the scheduled Performance Date for reasons other than breach by the Contractor, and the CRA reschedules the Event, Contractor agrees that payment will occur only after completion of performance at the rescheduled Event. If the Event and Contractor Services are rescheduled, only the date and times of performance(s) and the date of payment under this Agreement shall be modified; the other terms of this agreement shall remain in effect unless otherwise modified under this Agreement. If the Contractor can provide evidence that it cannot participate in the rescheduled Event due to unavoidable conflict, the Contractor is entitled to compensation from the CRA only for goods received and Contractor Services rendered and accepted by the CRA prior to the date of notice of cancellation, plus any costs Contractor incurred that it cannot get refunded for and/or cannot mitigate for in another transaction. c. If the CRA cancels the Event less than 72 hours before the scheduled Performance Date for reasons other than breach by the Contractor and does not reschedule, the Contractor is entitled to compensation from the CRA only for goods received and Contractor Services rendered and accepted by the CRA prior to the date of notice of cancellation, plus any costs Contractor incurred that it cannot get refunded for and/or cannot mitigate for in another transaction. d. In no case shall any payments made pursuant to this paragraph exceed the amount of Compensation identified in paragraph 8 of this Agreement. e. In the event of any cancellation or postponement, the CRA will endeavor to notify the Contractor as soon as practicable prior to the Performance Date. f. It is understood that this is a "rain or shine" event and the terms of this Agreement are in no way affected by inclement weather. Every effort will be made to continue the performance. However, the CRA reserves the right to cancel the performance in the event that the weather poses a potential danger to the Contractor, the equipment, or audience. Safety shall be the paramount consideration in determining whether the performance must be cancelled due to weather. g. Any failure of the Contractor to perform may be excused only for proven sickness or injury, civil tumult or riot, terrorist acts, epidemics, acts of God, or other conditions beyond the control of the Contractor. The Contractor or agent must notify the CRA immediately of any reason which might result in Contractor's failure to perform on the scheduled date. If the Contractor cancels the Contractor Services or does not attend the Event fully prepared to provide the Contractor Services, the Contractor shall immediately refund all deposits or payments received from the CRA for Contractor Services. h. The CRA reserves the right to approve /substitute any other contractor for Contractor in the event that Contractor is not able to perform as scheduled. 16) Default. The failure of the Contractor to comply with the provisions set forth in this Agreement shall constitute a default and breach of this Agreement. If the Contractor fails to M cure the default within seven (7) days of notice from the CRA or prior to the start of the Event, whichever comes first, the CRA may terminate this Agreement. In the event that the Contractor is not ready to perform at the scheduled time; or if (a) vital performing member(s) is/are not present; or if the Contractor or its members arrive at the performance in such a condition as to appear to a reasonable person to be incapable of performing in a reasonably acceptable manner; then the Contractor is deemed to have committed a material breach of this Agreement and the CRA shall have the absolute right in its sole discretion to cancel the performance or terminate the performance in progress, and to refuse payment accordingly. In the event of material default or breach by Contractor, and in addition to any other remedies provided for in law or this Agreement, Contractor shall refund all monies previously paid by the CRA pursuant to this Agreement. 17) Waiver. The CRA shall not be responsible for any property damages or personal injury sustained by the Contractor from any cause whatsoever related to the Event, whether such damage or injury occurs before, during, or after the Event. The Contractor 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 the Contractor. This waiver, discharge, and release specifically include negligence by the CRA, its agents, or its employees, to the fullest extent the law allows. 18) Indemnification. The Contractor 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 the Contractor. 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 Contractor to indemnify the CRA for its own negligence, or intentional acts of the CRA, its agents or employees. Each party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers, employees and agents. 19) No Transfer. The Contractor shall not subcontract, assign, or otherwise transfer this Agreement to any individual, group, agency, government, non-profit or profit corporation, or other entity. 20) Insurance. The Contractor shall obtain all insurance required by the CRA and provide proof thereof at least 10 days prior to the Event, and include, along with an executed copy of this Agreement, a Certificate of Insurance ("COP') with a liability limit of at least $1,000,000 per occurrence. The Insurance must remain in force for so long as is necessary to cover any occurrence relating to, resulting from, or arising out of the Event or this Agreement. The CRA is to be included as "Additional Insured" with respect to liability arising out of services performed by the Contractor by or on behalf of the CRA or acts or omission of the I Contractor in connection with providing Contractor Services pursuant to this Agreement. The Certificate must include the following additional insured language: Boynton Beach Community Redevelopment Agency 710 N. Federal Highway Boynton Beach, Florida 33435 The City of Boynton Beach 100 E. Boynton Beach Boulevard Boynton Beach, Florida 33425 In the absence of a COI, the Contractor shall sign the CRA Indemnification & Waiver of Liability Agreement provided by the CRA. 21) Tax Forms. The Contractor's individual members, including the Contractor's agents and employees, shall provide the CRA with completed W-9 forms in order receive Payment. The CRA shall provide the Contractor with an IRS Form 1099 where required under law. The Contractor further acknowledges that the CRA is neither paying Social Security benefits nor withholding taxes from the Contractor's compensation for the Contractor Services. The Contractor assumes all liability and responsibility for payment of the Contractor's (and the Contractor's individual members) own FICA and Social Security benefits and all taxes resulting from this Agreement. 22) No Discrimination. The Contractor 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. 23) No Partnership, Etc. The Contractor 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 the Contractor is an independent contractor(s) and that no employer/employee or principal/agent is or shall be created nor shall exist by reason of this Agreement or the performance of Contractor Services. The Contractor will exercise its own judgment in matters of safety for itself and attendees of the Event. The Contractor attests that it possesses a current personal accident and or personal health insurance policy. 24) Promotional Materials. The Contractor agrees that the CRA may photograph and/or record video and audio of the Contractor Services, and that such photographs and recordings may be (i) used for the purposes of promotion of the Event or future events; (ii) transmitted live or by recording on local television and radio channels; and (iii) used in materials intended for public display or distribution to the public, including but not limited to print advertisements, billboards, street and light pole banners, websites affiliated with the CRA, and social media affiliated with the CRA. The Contractor waives and assigns to the CRA all copyrights under the Copyright Contractor of 1976, 17 U.S.C. 101, et seq., and all other rights in recorded, photographed, or transmitted versions of the Contractor Services. The CRA shall attribute the Contractor Services to the Contractor. D 25) No Infringement. The Contractor represents that in performing the Contractor Services under this Agreement, the Contractor will not infringe on the property right, copyright, patent right or any other right of anyone else; and if any suit is brought or a claim made by anyone that anything in conjunction with the ownership or the presentation of said Contractor or appearance as part of the Contractor Services is an infringement on the property right, copyright, patent right, or other rights, the Contractor will indemnify the CRA against any and all loss, damages, costs, attorney fees or other loss whatsoever. The Contractor shall not use the CRA's logos, or marks without the CRA's prior written approval. 26) Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein, are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 27) Counterparts and Transmission. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The executed signature page(s) from each original may be joined together and attached to one such original and it shall constitute one and the same instrument. In addition, said counterparts may be transmitted electronically (i.e., via facsimile or .pdf format document sent via electronic mail), which transmitted document shall be deemed an original document for all purposes hereunder. 28) Agreement Deemed to be Drafted Jointly. This Agreement shall be deemed to be drafted jointly and shall not be construed more or less favorably towards any of the parties by virtue of the fact that one party or its attorney drafted all or any part thereof. 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. 29) Governing Law, Jurisdiction, and Venue. The terms and provisions of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida and the United States of America, without regard to conflict of law principles. Venue and jurisdiction shall be Palm Beach County, Florida, for all purposes, to which the Parties expressly agree and submit. 30) Independent 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. 31) 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 7 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. 32) Voluntary Waiver of Provisions. The CRA may, in its sole and absolute discretion, waive any requirement of the Contractor contained in this Agreement. 33) Public Records. The CRA is a public agency subject to Chapter 119, Florida Statutes. The Act shall comply with Florida's Public Records Law. Specifically, the Act shall: a. Keep and maintain public records required by the CRA to perform the Entertainment Services described in this Agreement. b. Upon request from the CRA's custodian of public records, provide the CRA with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public record requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Act 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 the Act or keep and maintain public records required by the CRA to perform the service. If the Act transfers all public records to the CRA upon completion of the contract, the Act shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Act keeps and maintains public records upon completion of the contract, the Act 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. The Contractor also understands that CRA may disclose any document in connection with performance of the Contractor Services or this Agreement, so long as the document is not exempt or confidential and exempt from public records requirements. IF THE ACT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THECONTRACTOR'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, FL 33435; or Bo1ntonBeachCRAkbbfl.us. 34) Agent. If this Agreement is signed by the Contractor's agent, the agent warrants that he/she is duly authorized to act on behalf of the Contractor, that he/she is authorized to enter into this Agreement, and that the agent and Contractor are jointly and severally liable for any breach of this Agreement. 35) Compliance with Laws. In the performance of the Contractor Services under this Agreement, the Contractor shall comply in all material respects with all applicable federal and state laws and regulations and all applicable Palm Beach County, City of Boynton Beach, and CRA ordinances and regulations, including ethics and procurement requirements. 36) Effective Date and Termination. This Agreement will become effective at the date and time that the last party signs this Agreement. This Agreement will automatically terminate after the performance of the Contractor Services and payment by the CRA, or on October 23, 2017 whichever occurs first. Nothing in this paragraph shall be construed so as to affect the CRA's right to cancel or postpone the Contractor Services pursuant to this Agreement. 37) Survival. The provisions of this Agreement regarding the content of the Contractor, promotional rights, infringement, indemnity, waiver, insurance, agents, and cancellation shall survive the expiration or termination of this Agreement and remain in full force and effect. 38) Electronic Signatures. The parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective to bind such party to this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year written below. Authorized Representative for Contractor Print Name/Title: Joe Campbell — Director of Sales By: Authorized Representative for CRA Print Name: 9 Date: Date: EXHIBIT "A" SCOPE OF WORK • Installation of holiday lights in the following areas: Area L Front of Schoolhouse Museum o Install LED lights on 6 Royal Palm Trees o Install LED lights on 1 Oak Tree o Install LED lights on 1 Black Olive Tree Area 11: Behind Trellises o Install LED lights on 6 Crepe Myrtle Trees Area 11: Center Island o Install LED lights on 2 Foxtail Palm Trees o Install LED lights on Hedges o Install LED lights on the monument sign at the Schoolhouse Children's Museum o Install LED lights on 2 Trellises — one on each side of the center island o Install LED lights on the Schoolhouse Children's Museum's building entrance arch, lower fascia, second -floor roofline facing the road, and all 3 sides of the tower roofline. • Install a 50' LED Panel Tree, with topper, tree box, and d6cor • Install 1 Outdoor Menorah Display • Install 1 Outdoor Kwanzaa Display • Install 1 LED Double Sided Glitter Mesh Bow • Provide maintenance on the tree, lights, and d6cor throughout the event season • All work must be performed in accordance with all applicable federal, state, county, and city laws and regulations. 10 EXHIBIT `B" SCHEDULE OF PRICES *All Values must be typed or clearly printed* Description Total Sum Area I - Front of Schoolhouse Children's Museum Lighting for each of the six (6) Royal Palms: wrap trunks and fronds with warm white lights. • LED Royal Wraps Warm White 1,134.00 • LED Frond Sets Warm White 1,200.00 • Equipment Charge 384.00 $ 2,718.00 Lighting for one (1) Oak Tree and one (1) Black Olive Tree: wrap the trunk and scatter lights throughout the foliage. • LED 70 lights 4" spacing light sets CC Warm White 243.00 • LED Scatter Sets Warm White 1,075.00 $ 1,318.00 Total Area I $ 4,036.00 Area II — Behind Trellis Lighting for six (6) Crepe Myrtle Trees, three located behind each of the two (2) Trellises: Scatter warm white lights throughout the foliage. • Scatter Sets Warm White $ 2,580.00 Total Area II $ 2,580.00 Area III — Center Island Install one (1) 50' Holiday Panel Tree lit with multi -colored C7 LED Bulbs with an 8' Custom Starburst Topper on a Custom Diamond Tree Box, white frame with Glitter Mesh inserts, decorated in Gold Glitter Bows and assorted 6" Ornaments in Holiday Colors. • 50' C7 LED Panel Tree, with Topper, Tree Box, and decorations. • Installation and Removal $ 22,080.00 Holiday Decor • Install one (1) Outdoor Menorah with Incandescent bulbs. 400.00 • Install one (1) Outdoor Kwanzaa Display with Incandescent bulbs. 400.00 $ 800.00 11 The Contractor is solely responsible for determining the quantities and understanding that any items not included shall be considered incidental and are to be included within the Total Bid. 12 On the top of one (1) Monument Sign(Schoolhouse Children's Museum), install one (1) Double Sided Center -Mounted Red Glitter Mesh Bow and outline the sign with 50' of C7 6" spacing white cord light line with Warm White LED bulbs. 1,200.00 • Install one (1) Double Sided Glitter Mesh Bow 275.00 • C7 6" Spacing White Cord with Warm White LED Bulbs $ 1,475.00 Lighting for two (2) Foxtail Palms located in the Center Island: wraps trunks and fronds with warm white lights. Scatter lights throughout hedges. • LED 70 light 4" spacing light sets CC Warm White 108.00 • LED Frond Sets Warm White 300.00 • LED Hedge Sets Warm White 224.00 • Equipment Charge 96.00 $ 728.00 Lighting for two (2) Trellises, one on each side of the Center Island: Outline Trellises with Warm White LED bulbs. Outline the entrance arch, lower fascia, second -floor roofline facing the road, 3 sides of the tower roofline with a total of 300' of C7 12" Warm White LED bulbs. 3,480.00 • C7 12" spacing green cord with Warm White LED bulbs 11800.00 • C7 12" spacing white cord with Warm White LED bulbs $ 5,280.00 Total Area III $ 30,363.00 Maintenance of Tree and Lights Maintenance of Tree, Lights, and Decor through December 31, 2017. $ 00.00 Total Maintenance $ 00.00 Total Bid $ 36,979.00 The Contractor is solely responsible for determining the quantities and understanding that any items not included shall be considered incidental and are to be included within the Total Bid. 12 I CRA BOARD MEETING OF: October 10, 2017 CONSENT AGENDA AGENDA ITEM: VIII.F. SUBJECT: Approval of Driftwood 2005, LLC for Commercial Rent Reimbursement Grant Program SUMMARY: The Commercial Rent Reimbursement Grant Program provides eligible new or existing businesses with rent payment assistance for a maximum period of 12 months within the first 18 months of a multi-year lease. The CRA has received a completed grant application from Driftwood 2005, LLC which recently purchased the existing Scully's Restaurant located at 2005 South Federal Highway, Boynton Beach FL. The applicant is currently operating as Scully's but are working towards a "facelift" to both the restaurant and menu. With their restaurant expertise, they intend to provide a fresh look at new American cuisine featuring contemporary cocktails and entrees highlighting local produce and meats. Driftwood 2005, LLC is looking forward to becoming the new neighborhood spot in Boynton Beach. The base rent, as specified in the lease, is $7,500 per month. Driftwood 2005, LLC falls under the terms of a Tier I business (as specified in the grant application). If approved, the applicant is entitled to receive reimbursement for half of its monthly rent or grant maximum of $1,250 per month for a 12 month period. The applicant meets the eligibility requirement under the program guidelines and will be reimbursed on a quarterly basis with proof of rent payments. FISCAL IMPACT: $15,000 — Project Fund, line item 02-58400-444 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approve the Commercial Rent Reimbursement Grant not to exceed $15,00 to Driftwood 2005, LLC, located at 2005 S. Federal Highway, Boynton Beach, FL 33435. ATTACHMENTS: Description Attachment I -Rent Reimbursement Application Attachment II - Lease Attachment III - PAPA Map • •,• 1 -• •'5111KIWI Program Rules and Regulations The Commercial Rent Reimbursement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "CRA") District. The program is designed to provide financial assistant to new and existing businesses in the form of rent reimbursement intended to help businesses during the critical first year of operation. The CRA reserves the right to approve or deny any Commercial Rent Reimbursement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the CRA District. The receipt of past payments is not a guarantee of future payments. For purposes of this application, the term "new business" means a company in operation for less than six months or relocating to Boynton Beach. The term "existing business" means a company that has been in operation within the CRA District for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The Boynton Beach CRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be subject to production by the CRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. Initials € C Page 1 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com Incentive Funding The Commercial Rent Reimbursement Grant Program offers financial assistance in the form of a reimbursable grant in the form of a quarterly rent reimbursement. The time period of eligibility for assistance is up to six months from the issuance of the City of Boynton Beach Business Tax Receipt. Rent Reimbursements will not be paid until all construction has ended, City and County licenses are obtained and the business is open for operation. The CRA will issue reimbursement on a quarterly basis directly to the applicant for the monthly rent payment made to the landlord upon receipt and verification that the payment has been cleared by the bank. The responsibility for all rental payments is between the contracted parties to the lease, as such the tenant and the landlord. As grantor the CRA neither bears nor accepts any responsibility for payment of rent at any time, nor penalties incurred for the late arrival of payments by any party. Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Must be located within the CRA District (see attached map). • Must provide proof that the business is properly licensed by all necessary levels of government and professional associations or agencies (copies of city and county licenses or receipts that the licenses have been applied for). • Non-profit and residentially zoned properties are NOT eligible. • An existing business must expand to occupy more than 50% of its current square footage size. Verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the CRA Board if the tenant is losing their current space due to redevelopment of the site. • The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, within the sole discretion of the CRA, as an eligibility Initi Fl Page 2 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com requirement for funding. A copy of the consumer report will be provided to the applicant upon request. Applicants must have an Experian credit score of 601 or higher to be eligible. If one or more business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • Applicant must have an executed multi-year lease (two year minimum). • The Commercial Rent Reimbursement Grant Program may only be used one time by any one specific business entity or business owner. • Grantees shall allow the CRA the rights and use of photos and project application materials. Ineligible Businesses The following businesses are considered ineligible for assistance under the Commercial Rent Reimbursement Grant Program:' • Firearm Sales • Religious Affiliated Retail Stores • Non Profits • Check Cashing Stores • Adult Entertainment • Adult Arcades • Kava Tea Bars • Alcohol and/or Drug Rehabilitation Centers/Housing • Medical Research Centers/Housing • Massage/Personal Services • Convenience Store • Churches • Fitness Centers over 4,500 sq.ft. • Take -Out Foods • Liquor Stores • Vapor Cigarette, E Cigarette Stores • Pawn Shops • Tattoo Shops/Body Piercing/Body Art Shops • Any other use that the CRA staff or CRA Board have determined not to support the redevelopment of the CRA District Grant Terms and Conditions This grant is divided into two tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. Grant funding amounts will be based on the applicant's project budget specified at the time of CRA Board approval. Initial Page 3 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: www.catchboynton.com (561) 737 -3256 Fax: (561) 737 -3258 Tier One Business (Full -Service Restaurants Only) Tier One Businesses are eligible for reimbursement of 50% of the applicant's project budget as submitted at the time of CRA Board approval up to a maximum amount of $45,000 in grant funding. Only full service restaurants with a minimum total seating capacity of 50 seats are eligible to be in Tier One. The restaurant must have hours conducive for the development of the downtown serving at least lunch and dinner. Proof of seating capacity shall be confirmed by a copy of the City of Boynton Beach Local Business Tax Receipt. Tier Two Business Tier Two Businesses are eligible for reimbursement of 50% of the applicant's project budget as submitted at the time of CRA Board approval up to a maximum amount of $25,000 in grant funding. Tier Two Businesses must be one of the following types of businesses: • Restaurants with total seating capacity under 50 • Gourmet Food Market • Bed and Breakfast • Marketing Offices • Law Offices Fitness Center less than 4,500 sq.ft (no more than 2 approvals per fiscal year) • Specialty Businesses — stationary, gifts, sporting goods • Clothing Boutique — clothing, shoes & accessories • Bakery • Medical Offices • Accounting Offices • Real Estate Offices • Insurance Offices • Florist (no more than 2 approvals per fiscal year) • Hair/Nail Salons (no more than 2 approvals per fiscal year) • Home Decor/Design — home furnishings, art galleries, kitchen wares Page 4 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax www.catchboynton.com Initial (561)737-3258- Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on lease. The commercial lease must define the landlord -tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; • Ability to terminate; and, • Consequences of default on the lease. Subletting of the property by grant recipient is prohibited. Violation will constitute repayment of CRA grant funding. The CRA considers the following to be subletting: Any business entity in which the A) grant recipient is not listed as the registered agent, owner, officer or director of said business; B) lists its place of business as the leased premises of the grant recipient; or C) has obtained a business tax license from the City of Boynton Beach for the grant recipients' leased premises or any part thereof. Proposed leases must be executed within 30 days of CRA Board approval or the grant award is terminated. Application Process Applications can be obtained from the CRA office located at 710 North Federal Highway, Boynton Beach, FL 33435 or downloaded from www.catchboynton.com. All applicants are required to meet with CRA staff in order to determine eligibility before submitted an application. Funding requests will not be considered until all required documentation is submitted to the CRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the CRA Board. i t Initial Page 5 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com Applicants must submit an original, "hard copy" application with all materials to the CRA for review and approval by the CRA Board. Applicants will be considered on a first- come, first served basis. Application packets must include the following documentation: 1. A non-refundable fee of $100 is required to obtain a consumer credit report on the business and principal/owners of business. Make check payable to: Boynton Beach CRA. 2. Resume for each principal/owner of the business. 3. Copy of the corporate documents for the applying business entity. 4. Copy of City and County Business Licenses (Business Tax Receipt). 5. Copy of executed multi-year commercial lease agreement. 6. Two years of corporate tax returns (for existing businesses only). 7. Two years of personal tax returns for the principal/owners of a new business. 8. List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 9. If an existing business must expand to occupy more than 50% of its current square footage size. Verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the CRA Board if the tenant is losing their current space due to redevelopment of the site. 10. Completed and signed application (attached). 11.Authorization to perform credit check for the business and each principal/owner of the business (attached). 12.W9 Form (attached). Approval of Funding Request All required documentation must be submitted no later than noon on the first Tuesday of the month. CRA staff will review the application to verify that the project is eligible for reimbursement. If it meets these requirements, CRA staff will present the funding request to the CRA Board for review and approval. The CRA Board meets on the second Tuesday of each month. The schedule for CRA Board meetings can be obtained at www.catchboynton.com. Applicants will be notified of the date and time that their applications will be considered by the CRA Board. Initia(saq—, Page 6 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com The CRA recommends that applicants attend the CRA Board meeting during which the Board will consider their applications in order to answer any questions the CRA Board may have regarding their applications. CRA staff will notify the applicant of the CRA Board's approval or denial in writing. Proposed leases must be executed within 30 days of CRA Board approval or the grant award is terminated. Site Visits CRA may conduct a site visit prior to transmitting the application to the CRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during and after the project in order to determine and ensure compliance with the terms of the grant agreement. Procedures for Reimbursement Quarterly rent reimbursement payments will be provided to the grant recipient beginning the first month the business is open for operation subsequent to CRA Board approval. A maximum of 12 consecutive monthly rent payments will be reimbursed to the approved applicant. Each report shall be made within 10 days of the start of the next applicable quarter beginning on January 1St, April 1St, July 1St and October 1St following the initial Reimbursement Request. In order to receive quarterly rent reimbursement the grant applicant must submit the following: 1. Written request for reimbursement. 2. Proof of rent payments (i.e., copies of the front and back of cancelled checks for that quarter's reimbursement or proof of direct deposit). If applicant does not submit its quarterly reimbursement request within 30 days following the end of the quarter in which applicant is requesting reimbursement, applicant forfeits that quarter's reimbursement. Initial Page 7 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com Discontinuation of Payment The receipt of past payments is no guarantee of future payments. The CRA retains the right to discontinue rent reimbursement payments at any time according to its sole and absolute discretion. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the project. Nor shall issuance of a grant result in any obligation on the part of the CRA to any third party. The CRA is not required to verify that entities that have contracted with the applicant have been paid in full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which the applicant is directly responsible is sufficient assurance for the CRA to award grant funding. Initial rr, Page 8 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com BUSINESS INFORMATION: Business Name (d/b/a if applicable): Current Business Address: Fed Business Phone Number: ��1�1-�15 Fax: Website: — Existing Business: Yes No X Number of years in existence: Time at Current Location: Pj ( New Business to Boynton Beach: Yes No. Do you have an executed lease agreement: Yes If so, monthly base rent: ' C) New Business Address: No Square footage of current location: Square footage of new location: , Type of Business: Number of Employees: \7- Hours of Operation: noon -- \t Page 9 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com PRINCIPAL/OWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) Principal/Owner Name: Ta111,CS EV C Date of Birth: Email 'T ve_�? Residential Address: `J 7_ PIC LI_ C_t i � �� , F- L Cell Phone Number: l n ? 2. Principal/Owner Name: `1-kkc ovvz' Date of Birth: 061 k kgyt. Email Residential Address: L41 1 tC.L,- Cell Phone Number: 3. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 4. Principal/Owner Name: Date of Birth: Residential Address: Cell Phone Number: Email: Page 10 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com - a A, .:- . 0 Are you applying for grant assistant under any other program offered by the CRA? (Tier One Businesses Only): Yes No If yes, what additional programs are you applying for: Are you receiving grant assistance under any other governmental agencies: Yes _ No If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: 5ko'k-- LLQ Landlord's Mailing Address: `®LAI Landlord's Phone Number: CERTIFICATION AND WAIVER OF PRIVACY: SEP-91SUMM I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant Program Rules and Requirements. I understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Agency o d. Initia Page 11 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3 58 www.catchboynton.com I understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Plan, and that the Boynton Beach Community Redevelopment Agency may decline my application for any legal reason, including the reason that granting the award will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency may, at its sole discretion, discontinue subsidy payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer benefiting the furtherance of the Boynton Beach Community Redevelopment Plan. I hereby waive my rights under the privacy and confidentiality provision act, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the Boynton Beach Community Redevelopment Agency to run a credit report as part of this application, and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. give permission to the Boynton Beach Community Redevelopment Agency or its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. Initia Page 12 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com APPLICANT SIGNATURES: 1. 0 0 4. Printed Name Title Principal/Owner's Signature Date Printed Name Title Principal/Owner's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures - Multiple notary pages may be used if signing individually STATE OF 9 COUNTY OF OA BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared i C- i N)`2- _._. who is/are personally known to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this ( day of cuTu" ' � � . 2 r� rm.cc FZ mission Expires: Bonnie Nitlkiliiffi NOTARY PUBLIC Page 13 of 13 sTATE op FLoRIDA Rent Reimbursement C 1 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: 7 www.catch boynton.com Printed Name Title Notary as to Principal/Owner's Signatures - Multiple notary pages may be used if signing individually STATE OF a COUNTY OF KA BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, pwho is/are personally known to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this day of - V3 20 n . 4 NOTA PUBLIC My ommission Expires Lonnie Ni' ien NOTARY PUBLIC �z STATE OF FLORIDA Page 14 of 13 Cornn*GG10339,1 4t)r Rent Reimbursement '�NCEI ExPir 5/26/2021 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com LEASE AGREEMENT BETWEEN EG REAL ESTATE, LLC, a Florida limited liability company AS LANDLORD AND DRIFTWOOD 2005, LLC, a Florida limited liability company AS TENANT Restaurant Property/Location/Improvements BOYNTON BEACH, FLORIDA LEASE AGREENIENT THIS LEASE AGREEMENT ("Lease") made as of the 1st day of September 2017 by and between EG REAL ESTATE, LLC, a Florida limited liability company (hereinafter referred to as the "Landlord") and DRIFTWOOD 2005, LLC, a Florida limited liability company. (hereinafter referred to as the "Tenant"). ARTICLE I BASIC DATA Section 1.1 The following sets forth basic data hereinafter referred to in this Lease, and, where appropriate, constitute definitions of the terms hereinafter listed. (a) Demised Premises: 2005 South Federal highway, Boynton Beach, Florida 33435 including use of the land, parking, freestanding restaurant, appliances, parking and all signage and appurtenances to the land and restaurant. (b) The Tenant: Driftwood 2005, LLC, a Florida limited liability company. Mailing Address of the Tenant: 2005 South Federal Highway, Boynton Beach, Florida 33435 (c) The Landlord: EG REAL ESTATE, LLC Landlord's Notice Address: 2005 South Federal Highway, Boynton Beach, Florida 33435 Attention: James Everett, Manager (d) Term/Commencement: 10 years commencing on the I" Day of September 2017 (the "Commencement Date" and expiring on 31 day of August 2027. In the event Tenant shall exercise any of the Renewal Options, such option periods shall be included within the definition of Term. (e) Renewal Options: Three (3) options often (10) years. (t) Minimum Rent: Lease Year l: Annual Base Rent Monthly Rent $90,000.00 $7,500.00 (g) Annual Percentage Increase of Base Rent: 2% (h) Security Deposit: $7,500.00 (due on the third month following inception of lease). (i) Estimated Taxes: $8,500 per year, to be paid as Additional Rent (1) Estimated Common Area Expenses Monthly Payment: $500.00 per month, to be paid as Additional Rent (k) The term "Lease Year" shall mean each twelve (12) month period during the Term commencing on the Commencement Date and each anniversary thereof. (1) The term "Calendar Year" means a period of twelve (12) consecutive calendar months from the first day of January through the following December 31. ARTICLE lI PREMISES Section 2.1 The Landlord hereby leases to the Tenant and the Tenant hereby leases from the Landlord, upon and subject to the terms and provisions of this Lease, the premises (hereinafter referred to as the "Demised Premises") located and known as 2005 South Federal Highway, Boynton Beach 33435 currently known as Scully's Restaurant located in Boynton Beach, Florida. The Demise Premises shall include the land, parking, signage, restaurant building, appliances, and all appurtenances. Section 2.2 This Lease and the Demised Premises are subject and subordinate to all applicable building restrictions, planning and zoning ordinances, governmental rules and regulations and all other encumbrances, covenants, restrictions, declarations, easements and agreements now or hereafter affecting the Demised Premises. ARTICLE III "PERM OF'LEASE Section 3.1 In addition to the Term set forth above, Tenant shall have and is hereby granted three (w) options to extend the Term for an additional ten (10) years (the "Renewal Term"), upon the same terms, covenants, conditions and Rent as set forth herein, subject to adjustments to Minimum Rent; provided that Tenant is not in default of this Lease at the time of exercise of each renewal option, nor in default on the date of commencement of each Renewal Term. Tenant may exercise the renewal option only by giving irrevocable and unconditional notice thereof to Landlord not less than six (b) months prior to the expiration of the initial Tema or the current Renewal Term. Should Tenant fail to give Landlord such timely written notice, all remaining rights of renewal shall automatically expire. Time is of the essence of this provision. Section 3.2 If as of the date of this termination of the Lease the Demised Premises are occupied by Tenant and such Tenant shall hold over and Landlord cannot acquire possession of the Demised Premises, Tenant shall be deemed a holdover tenant and shall be required to pay Landlord twice the monthly Rent otherwise due, plus any and all attorney fees incurred by Landlord to evict Tenant following termination. ARTICLE IV MINIMUM RENT Section 4.1 Tenant shall pay without notice, demand or offset to the Landlord, at the Landlord's Rent Payment Address, or at such place as the Landlord shall from time to time designate in writing, Minimum Rent for the Demised Premises at the rate specified, and proportionately at such rate for any partial month, which Minimum Rent shall be paid monthly, in advance, on the first day of each and every calendar month during the Term hereof, the fast such payment to be made on the Commencement Date. For and with respect to each installment of Minimum Rent that is not received in -hand by Landlord within three (3) days of the date due, the Tenant shall pay to the Landlord on demand, as additional rent, a late charge in an amount equal to five percent (5%) of the amount of the overdue payment for the purpose of defraying Landlord's administrative expenses relative to handling such overdue payment. Section 4.2 Tenant shall also pay, as additional rent, all sales or use or excise taxes imposed, levied or assessed against the Minimum. Rent or any other charge or payment required by any governmental authority having jurisdiction thereover, even though the taxing statute or ordinance may purport to impose such sales, use or excise taxes against the Landlord. The payment of sales, use and/or excise taxes shall be made by Tenant on a monthly basis, in advance, concurrently with payment of the Minimum Rent. Section 4.3 If directed by Landlord, "Tenant shall make payments of Minimum Rent and other charges to a so-called "lock box" (the "Lock Box") at a Florida bank or such other institution as Landlord may designate from time to time, which must be received at the Lock Box no later than three (3) days after due date. Section 4.4 Tenant shall pay the sum (if any) specified to Landlord simultaneous with the execution of this Lease to be applied (subject to collection if such sum is paid in the form of a check) towards the fust monthly installment of Minimum Rent due under this Lease. ARTICLE V TAXES Section 5.4 The term "Taxes" as hereby defined to mean all general and special taxes, including existing and future assessments for road, sewer, utility and other local improvements, and other governmental fees and/or charges which may he lawfully charged assessed, or imposed upon all or any portion of the land and/or improvements constituting the Demised Premises. The Landlord shall pay, or cause to be paid, before the same become delinquent. all Taxes, provided however, that Landlord may defer compliance therewith if permitted by the laws of the State of Florida so long as the validity or amount thereof is contested by the Landlord in good faith and so long as the Tenant's occupancy of the Demised Premises is not disturbed or threatened. Section 5.5 The Tenant shall pay all taxes which may be lawfully charged, assessed, or imposed upon all fixtures and equipment and personal property in the Demised Premises, and the Tenant shall pay all license fees and other charges which may lawfully be imposed upon the business of the Tenant conducted from the Demised Premises. Section 5.6 The Tenant shall, during the Tenn of this Lease, pay to the Landlord the Tenant's proportionate share of the Taxes as shall result from multiplying the Taxes by a fraction, the numerator of which is the total Gross Leasable Area of the Demised Premises and the denominator of which is the total Gross Leasable Area of all buildings located in the Demised Premises as of the first day of each applicable tax year during the Tenn hereof, provided, however, with respect to any buildings located in the Demised Premises (and any land appurtenant thereto) which are now or hereafter separately owned or assessed the Taxes relating thereto shall be deemed not to be "Taxes" hereunder, and the gross leasable area thereof shall be excluded from the denominator of such fraction. There shall also be excluded from the denominator of such fraction the Cross Leasable Area of non -sales mezzanines (if any), passageways, service corridors, Demised Premises offices located at the Demised Premises, storage areas, utility rooms, Demised Premises sprinkler rooms and other non-commercial areas and the area of any outdoor seating and outdoor areas. Section 5.4 The Tenant's proportionate share of Taxes shall be due and payable within ten (10) days after receipt by the Tenant of the Landlord's invoice accompanied by a statement in reasonable detail of the calculation of the amount due. However, if requested by Landlord, the Tenant shall make estimated monthly tax deposits with the Landlord (along with payments of Minimum Rent) in an amount equal to one -twelfth (1112th) of the Tenant's annual proportionate share of Taxes, with a final adjustment to be made between the parties based on the actual tax bill(s) as soon as said proportionate share has been determined. In every case, Taxes shall be adjusted to take into account any abatement or refund thereof paid to the Landlord, less all of the Landlord's costs of securing such abatement or refund (the Landlord having the sole right to contest Taxes). Section 5.5 The foregoing provisions of this ARTICLE V are predicated upon the present ad valorem system of real estate taxation in the State of Florida. Should any governmental authority having jurisdiction overall or any portion of the Demised Premises impose a tax and/or assessment of any kind or nature upon, against, measured by or with respect to the rentals payable by tenants in the Demised Premises to the Landlord or with respect to the ownership of the land and buildings comprising the Demised Premises by the Landlord (or any individual or entity forming the Landlord) or measured by or with respect to any other matter, either by way of substitution for all or any part of the present ad valorem real estate taxes or in addition thereto, then such tax and/or assessment shall be deemed to constitute "Taxes" for the purposes of this Lease and the Tenant shall be obligated to pay its proportionate share thereof. Nothing in this ARTICLE V contained shall be construed to include within the term "Taxes" any inheritance, estate, succession, transfer, gift, franchise, corporation, net income or net profit tax, or any capital levy that is or may be imposed upon Landlord. ARTICLE VI MAINTENANCE OF COMMON AREAS; AND THE TENANT'S CONTRIBUTION Section 6.7 The term Common Areas, as used in this Lease, shall include the parking areas, pedestrian sidewalks, truckways, loading docks, delivery areas, public restrooms and comfort stations, if any, service areas, landscaped areas, berms and all other areas or improvements in the Demised Premises which may be provided for the convenience and use of the occupants and tenants of the Demised Premises and their respective agents, employees, customers, invitees, and the licensees and invitees of Landlord. The use and occupancy by Tenant of the Demised Premises shall include the non-exclusive use, in common with all others to whom the Landlord have or may hereafter grant rights to use the same (including, but not limited to, the owners, tenants and occupants of the Demised Premises), of the Common Areas and of such other common facilities as may be designated by the Landlord from time to time. Landlord may at any time close temporarily the Common Areas (including, without limitation, the parking facilities and roadways) or any portion thereof to make repairs or changes to prevent the acquisition of public rights therein, or to discourage noncustomer parking, and may do such other acts in and to the Common Areas as in its judgment may be desirable to improve the convenience thereof, which shall not reduce the rent due from the Tenant to the Landlord. Section 6.8 Tenant shall pay its proportionate share of all costs and expenses ("Common Area Expenses") of every kind and nature paid or incurred by Landlord in cleaning, operating, managing, equipping, decorating, policing (if and to the extent provided by the Landlord), lighting, repairing, replacing and maintaining all parking facilities, utilities and facilities serving and/or required to be maintained by the Demised Premises from time to time (including pylon, monument, electronic or other signs used to advertise or promote the Demised Premises, landscaping, gardening, parking facilities and access ways contiguous with the Demised Premises and/or available for use by occupants of the Demised Premises by reason of agreements or easement rights) and all taxes, assessments, costs and other expenses related thereto. Such costs and expenses shall include (but shall not be limited to) water and sewer charges, utility system installation charges and assessments, and costs of the operation, maintenance and repair of any stormwater drainage facilities and septic system; costs of all roof and other maintenance and repairs performed by the Landlord; costs of the installation, operation, maintenance, repair and replacement of any energy management system; premiums for liability, property damage, fire, workers' compensation, and other insurance (including all insurance, hazard, rent and otherwise, from time to time carried by the Landlord on any or all structures on the Demised Premises); all maintenance, repair, replacement, insurance, utility costs and all other costs and expenses incurred by Landlord in providing off-site parking spaces or facilities serving the Demised Premises. Section 6.3 Tenant's proportionate share of Common Area Expenses shall be that portion of such expenses which the number of square feet of Gross Leasable Area in the Demised Premises bears to the total number of square feet of Gross Leasable Area of all buildings in the Demised Premises. For purposes of determining the Tenant's proportionate share of such costs, the denominator shall be the Gross Leasable Area in the Demised Premises, other than the Gross Leasable Area of the premises to which such Common Area Expenses do not relate. The "Tenant's proportionate share of Common Area Expenses shall be paid in monthly installments, in the amount reasonably estimated from time to time by the Landlord on the first day of each and every calendar month, in advance, without offset or demand. No later than one hundred twenty (120) days after the end of the first full Calendar Year following the Commencement Date and within one hundred twenty (120) days after the end of each full Calendar Year thereafter, the Landlord shall furnish to the Tenant a statement In reasonable detail setting forth the computation of such total Common Area Expenses. Landlord shall be permitted to describe areas of expenditure by category and shall not be obligated to enumerate each specific expenditure. In the event that such annual statement shall reflect an overpayment by Tenant of Common Area Expenses for such Calendar Year, Landlord shall promptly refund to Tenant the amount of such excess or, in lieu thereof credit the amount of such excess toward the Common Area Expenses neat due from Tenant hereunder, except that if such overpayment shall have been made for the last full or partial Calendar Year of the Term hereof, Landlord shall refund such excess to Tenant promptly following the furnishing of such statement to Tenant, provided that Tenant then has no outstanding payment obligations to Landlord. In the event that such statement shall reflect an additional amount on account of Common Area Expenses due from Tenant, Tenant shall pay such amount to Landlord within ten (10) days following receipt of such statement. The foregoing is intended to require that Landlord shall receive the entire amount of the Tenant's proportionate share of Common Area Expenses computed as aforesaid, and no more. Anything in this Lease to the contrary notwithstanding, it is expressly understood and agreed that the designation or use from time to time of portions of the Demised Premises as Common Areas shall not restrict the Landlord's use of such areas for buildings, structures and/or for retail or such other purposes as the Landlord shall determine, including, without limitation, the expansion or remodeling of the Demised Premises to include one or more additional stores (on the present and/or additional levels), the Landlord hereby reserving the unrestricted right to build, add to, subtract from, lease, license, relocate and/or otherwise use (temporarily and/or permanently), any buildings, kiosks, other structures, parking areas, roadways or other areas or facilities anywhere upon the Demised Premises. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have no right to seek damages or to cancel or terminate this Lease because of any proposed or actual changes, expansion, renovation or reconfiguration of the Demised Premises nor shall Tenant have the right to restrict, inhibit or prohibit any such changes, expansion, renovation or reconfiguration. ARTICLE VII UTILITIES Section 79 Beginning on the date of delivery of possession of the Demised Premises, the Tenant shall pay for all of its requirements for utilities, including, but not limited to, gas, water, electricity, sewer charges, and the like, including all utilities necessary for heating and air conditioning its premises (including the Tenant's proportionate share, computed in accordance with Section 8.2 hereof of any premium or guaranteed payment assessed by any utility company against the Demised Premises). In the event that the Landlord shall elect to supply any utilities, then, insofar as and to the extent that such is permitted pursuant to applicable law and the regulations of the applicable utility company, the Tenant agrees to purchase the same from the Landlord, provided the rate does not exceed the rate which the Tenant would be required to pay on a metered basis to the utility company furnishing the same to the Demised Premises. Landlord shall not be liable to Tenant for any loss, damage or expense which Tenant may sustain if the utilities, or the quality or character of utilities, used upon or furnished to the Demised Premises are no longer available or suitable for Tenant's requirements, or if the supply of any such utility ceases or is interrupted as a result of any cause and no such change, interruption or cessation of service shall constitute an eviction of 'Tenant. Landlord shall have the right to reduce heat, water, lighting and air conditioning within the Demised Premises, including, without limitation, the Demised Premises and the Common Areas, as required by any mandatory or voluntary fuel or energy saving allocation, or any similar statute, regulation, order or program. AR'T'ICLE VIII USE OF PREMISES Section 8.10 It is understood, and the Tenant so agrees, that the Demised Premises during the Term of this Lease shall be used and occupied by the Tenant only for legal purposes approved in writing by Landlord. Section 8.2 'Tenant shall, at Tenant's sole cost and expense, comply with all county, municipal, state, federal laws, orders, ordinances and other applicable requirements of all governmental authorities, now in force, or which may hereafter be in force, pertaining to, or affecting the condition, use or occupancy of the Demised Premises, and shall faithfully observe in the use and occupancy of the Demised Premises all municipal and county ordinances and state and federal statutes now in force or which may hereafter be in force. Without limiting the generality of the foregoing, Tenant, within the Demised Premises, shall be responsible, at Tenant's sole cost and expense, for compliance with the Americans with Disabilities Act (42 U.S.C. § 12101 et. seq.) and the regulations and Accessibility Guidelines for Buildings and Facilities issued pursuant thereto. Tenant shall indemnify, defend and hold harmless Landlord from and against any and all claims, actions, damages, liability and expenses (including, but not limited to, attorneys' and other professional fees) resulting from Tenant's failure to perform its obligations under this Section. "The foregoing indemnification shall survive the expiration or earlier termination of this Lease. Section 8.3 Tenant shall not cause or permit any Hazardous Substance (as hereinafter defined) to be used, stored, generated or disposed of on or in the Demised Premises by Tenant, or Tenant's agents, employees, contractors or invitees, without first obtaining Landlord's written consent, which may be withheld in Landlord's sole discretion. AR'T'ICLE IX MAINTENANCE OF BUILDING, ETC. Section 9.11 The Tenant agrees to keep in good order, condition, and repair the roof, foundations and structural portions of the Demised Premises. Section 9.12 Except as specifically herein otherwise provided, the Tenant agrees that from and after the date that possession of the Demised Premises is delivered to the Tenant, and continuously thereafter until the end of the Term hereof, it will keep neat and clean and maintain in good order, condition and repair, the Demised Premises and every part and system thereof. With respect to the HVAC system and equipment, the Tenant specifically agrees to maintain at all times during the Term of this Lease the usual service contract with respect thereto, furnishing evidence thereof (including renewals) to the Landlord. Section 9.13 The Tenant shall not make any alterations, improvements and/or additions to the Demised Premises without first obtaining, in each instance, the written consent of the Landlord, which shall not be unreasonably withheld or delayed with respect to interior non-structural alterations. ARTICLE X INDEMNITY Section 4.14 The Tenant shall indemnify and save harmless the Landlord and the Landlord's managing agent from and against all claims of whatever nature arising from any act, omission or negligence of the Tenant, or the Tenant's contractors, licensees, invitees, agents, servants, or employees, or arising from any accident, injury, or damage whatsoever caused to any person, or to the property of any person, or from any violation of applicable law including, without limitation, any law, regulation, or ordinance concerning trash, hazardous materials, or other pollutant occurring from and after the date that possession of the Demised Premises is delivered to the Tenant and until the end of the Term hereof in or about the Tenant's Demised Premises, or arising from any accident, injury or damage occurring outside of the Demised Premises but within the Demised Premises, where such accident, damage or injury results or is claimed to have resulted from an act or omission on the part of the Tenant or the Tenant's agents or employees. This indemnity and hold harmless agreement shall include indemnity against all costs, expenses and liabilities incurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof and shall survive the expiration or earlier termination of this Lease. Section 10.15 Landlord shall not be liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or leaks from any pipes, appliances or plumbing works or from the roof, street or subsurface or from any other place or by dampness or by any other cause of whatsoever nature. Landlord shall not be liable for any such damage caused by other tenants or persons in the Demised Premises, occupants of the Demised Premises or adjacent property, or the public, or caused by operations in construction of any private, public or quasi -public work. All property of Tenant kept or stored on the Demised Premises or Common Areas shall be so kept or stored at the risk of Tenant only and Tenant shall hold Landlord harmless from any and all claims arising out of damage to same, including subrogation claims by Tenant's insurance carriers. The provisions of this Section shall apply during the whole of the Term hereof, and in view of the permission given to the 'Tenant to install fixtures and do certain work prior to the Commencement Date, shall also apply at all time prior to the Commencement Date. ARTICLE XI ASSIGNMENT, SUBLETTING AND ENCUMBERING LEASE Section 11.16 No Assignment. Subletting nor Encumbering of Lease. Notwithstanding any other provisions of this Lease, Tenant covenants and agrees that it will not assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, licenses, and the like) the whole or any part of the Demised Premises without in each instance having first received the express written consent of Landlord. Landlord agrees that it shall not act unreasonably in the withholding of its consent to any such assignment or subletting. Notwithstanding the provisions of the foregoing sentence, Tenant shall not have the right to transfer in any other manner or hypothecate its interest in this Lease, whether by way of leasehold mortgage, collateral assignment or any other security arrangement or otherwise without the prior written consent of Landlord, which may be granted or withheld in Landlord's sole and absolute discretion. Section 11.17 Rent Acceptance. The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subleasing shall not be deemed consent to any subsequent assignment or subleasing. If any assignee of Tenant or any successor of Tenant defaults in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or sublessee. ARTICLE XII INSURANCE Section 124.1 Tenant's Insurance. Tenant, at Tenant's sole cost and expense, shall obtain and maintain in effect commencing with the delivery of possession of the Demised Premises to Tenant and continuing throughout the Term, insurance policies providing for the following coverage: (1) all-risk property insurance against tire, theft, vandalism, malicious mischief, sprinkler leakage and such additional perils as now are or hereafter may be included in Special Form (All Risk) Coverage in general use In the State of F9orida, insuring Tenant's Work, Tenant's leasehold improvements, Tenant's merchandise, trade fixtures, furnishings, wall covering, carpeting, drapes, equipment and all items of personal property of Tenant and of anyone claiming by, through or under Tenant located on or in the Demised Premises, and the amount of such insurance will be set forth in an "agreed value endorsement" to the policy of such Insurance, not less than one hundred percent (100%) of the full replacement value thereof without deduction for depreciation. Any and all proceeds of such insurance, so long as the Lease shall remain in effect, shall be used only to repair or replace or pay for the items so insured unless this Lease shall cease and terminate under this lease, in which event of termination such proceeds attributable to said "t'enant's Work" and leasehold improvements (and to all other items of property becoming or to become the property of Landlord upon such termination) shall be paid and disbursed directly to Landlord; (ii) a commercial general liability policy, including insurance naming Landlord, Landlord's management agent for the Demised Premises and any mortgagee of the Demised Premises as additional insureds, protecting against any and all claims for injury to persons or property (without any so-called employee exclusion or the like) occurring in or about the Demised Premises and protecting against assumed or contractual liability under this Lease with respect to the Demised Premises and the operations of Tenant and any subtenant of Tenant in, on or about the Demised Premises, with such policy to be in the minimum amount of Five Hundred Thousand Dollars ($500,000.00) combined single limit coverage with a deductible not to exceed $10,000.00; (iii) products liability insurance for merchandise offered for sale or lease from the Demised Premises, including (if this Lease covers portions of the Demised Premises in which food and/or beverages are sold and/or consumed) liquor liability coverage (if applicable to Tenant's business) and coverage for liability arising out of the consumption of food and/or alcoholic beverages on or obtained at the Demised Premises, of not less than Five Hundred Thousand Dollars ($500,000.00) per occurrence for personal injury and death and property damage; (iv) workers' compensation coverage as required by law, and (v) with respect to alterations, improvements and the like required or permitted to be made by Tenant hereunder, contingent liability and builders risk insurance in amounts satisfactory to Landlord. From time to time during the Tenn of this Lease, at Landlord's request, Tenant covenants and agrees to increase the limits of such insurance as Landlord shall reasonably require. Section 12.2 Waiver of Subrogation. Landlord and Tenant shall each be released from any liability (by way of subrogation or otherwise) for loss or damage to any building, structure or other tangible property, or any resulting loss of income, or losses under worker's compensation laws and benefits, resulting from damage by fire or casualty (irrespective of the cause of such fire or casualty) to the extent that such loss or damage is insured or required to be insured under this Lease. ARTICLE V DAMAGE CLAUSE Section 135.1 Fire or Other Casualty. Tenant shall give prompt notice to Landlord in case of fire or other casualty ("Casualty") to the Demised Premises. Section 5.2 Right to Terminate. (a) If (i) the buildings (taken in the aggregate) in the Demised Premises or the building which contains the Demised Premises is damaged to the extent of more than fifty percent (501/4) of the cost of replacement thereof; or (ii) during the last two years of the Term the Demised Premises are damaged to the extent of more than thirty-three and one-third percent (331/3%) of the cost of replacement thereof, or (iii) the Demised Premises are damaged to the extent of fifty percent (50%) or more of the cost of replacement thereof and such damage cannot be repaired within twelve (12) months from the date of such occurrence; then Landlord may terminate this Lease by notice to Tenant within sixty (60) days after the date of the Casualty. If Landlord so terminates this Lease then the termination date of this Lease shall be the date set forth in the notice to Tenant, which date shall not be less than thirty (3 0) days nor more than ninety (90) days after the giving of said notice. The "cost of replacement" shall be determined by the company or companies insuring Landlord against the Casualty, or, if there shall be no such determination, by a qualified contractor selected by Landlord to determine such "cost of replacement." (b) Upon any termination of this Lease under any of the provisions of this Article, the portion of the proceeds of the Tenant's All Risk insurance provided for in this Lease which is allocable to the Tenant's Work, Tenant's leasehold improvements, equipment, fixtures and other items, which, by the terms of this Lease, rightfully belong to Landlord upon the termination of this Lease by whatever cause, shall be paid by the insurance company or companies directly to Landlord, and shall belong to and be the sole property of Landlord. ARTICLE VI EVENTS OF DEFAULT Section 14.1 Default. The occurrence of any one or more of the following events shall constitute a "Default" by Tenant and shall give rise to Landlord's remedies set forth in Section 14.2 below: (i) if Tenant vacates or abandons the Demised Premises or fails to continuously operate its business in the Demised Premises in compliance with this Lea; (ii) failure to make when due any payment of Rent, unless such failure is cured within five (5) days; (iii) failure to observe or perform any term or condition of this Lease other than the payment of Rent (or the other matters expressly described herein), unless such failure is cured within any period oftime following notice expressly provided with respect thereto in other Articles hereof, or otherwise fifteen (15) days following notice (provided, if the nature of Tenant's failure is such that more time is reasonably required in order to cure, Tenant shall not be in Default if Tenant commences to cure promptly within such period, diligently seeks and keeps Landlord reasonably advised of efforts to cure such failure to completion, and completes such cure within, thirty (30) days following Landlord's notice); or (iv) failure to cure immediately upon notice thereof any condition which is hazardous, materially interferes with another tenant or the operation or leasing of the Demised Premises, or may cause the imposition of a fine, penalty or other remedy on Landlord or its agents or affiliates. Section 14.2 Remedies. If a Default occurs, Landlord shall have the rights and remedies hereinafter set forth to the extent permitted by law, which shall be distinct, separate and cumulative with and in addition to any other right or remedy allowed under any law or other provision of this Lease: (a) Landlord may terminate this Lease and Tenant's right of possession, reenter and repossess the Demised Premises by detainer suit, summary proceedings or other lawful means, and recover from Tenant: (i) any unpaid Rent as of the termination date, (ii) the amount by which: (a) any unpaid Rent which would have accrued after the termination date during the balance of the Term exceeds (b) the reasonable rental value of the Demised Premises under a lease substantially similar to this Lease, taking into account among other things the condition of the Demised Premises, market conditions and the period of time the Demised Premises may reasonably remain vacant before Landlord is able to re -lease the same to a suitable replacement tenant, and Costs of reletting that Landlord may incur in order to enter such replacement lease, or (iii) any other amounts necessary to compensate Landlord for all damages proximately caused by Tenant's failure to perform its obligations under this Lease. For purposes of computing the amount of Rent herein that would have accrued after the termination date, Tenant's obligations for Taxes, Common Area Expenses and Percentage Rent shall be projected based upon the average rate of increase in such items from the Commencement Date through the termination date (or if such period shall be less than three years, then based on Landlord's reasonable estimates). (b) Landlord may terminate Tenant's right of possession, reenter and repossess the Demised Premises by detainer suit, summary proceedings or other lawful means, without terminating this Lease, and recover from Tenant: (i) any unpaid Rent as of the date possession is terminated, (ii) any unpaid Rent which thereafter accrues during the Term from the date possession is terminated through the time of judgment (or which may have accrued from the time of an_y earlier judgment obtained by Landlord), and (iii) any other amounts necessary to compensate Landlord for all damages proximately caused by'fenant's failure to perform its obligations under this Lease, including all costs of reletting. Section 14.3 Landlord Default. In no event shall the Landlord be in default in the performance of any of the Landlord's obligations hereunder unless and until the Landlord shall have failed to perform such obligations within such time as is reasonably required to correct any such default after notice by the Tenant to the Landlord properly specifying wherein the Landlord has failed to perform any such obligation. Further, if the holder of a mortgage or deed of trust which includes the Demised Premises, notifies the Tenant that such holder has taken over the Landlord's rights under this Lease, the Tenant shall not assert any right to deduct the cost of repairs or any monetary claim against the Landlord from Rent thereafter due and payable, but shall look solely to the Landlord for satisfaction of such claim. ARTICLE VIIV MISCELLANEOUS PROVISIONS Section 15.1 Waiver. Failure on the part of the Landlord or the Tenant to complain of any action or non -action on the part of the other, no matter how long the same may continue, shall never be deemed to be a waiver by that party of any of its rights hereunder. No waiver at anytime of any of the provisions hereof by the Landlord or the Tenant shall be construed as a waiver of any of the other provisions hereof, and that a waiver at anytime of any of the provisions hereof shall not be construed as a waiver at any subsequent time of the same provisions. The consent or approval of the Landlord or the Tenant to or of any action by the other requiring that party's consent or approval shall not be deemed to waive or render unnecessary that party's consent or approval to or of any subsequent similar act by the other. Unless expressly provided to the contrary, any consent required of the Landlord in any provision of this Lease may be withheld by the Landlord in its sole discretion unless the provision requiring such consent specifically states that the Landlord shall not withhold such consent unreasonably. Section 7.2 Covenant of Quiet Enjoyment. The Tenant, subject to the terms and provisions of this Lease on payment of the Rent and observing, keeping and performing all of the terms and provisions of this Lease on its part to be observed, kept and performed, shall lawfully, peaceably and quietly have, hold, occupy and enjoy the Demised Premises during the Term hereof without hindrance or ejection by any persons lawfully claiming under the Landlord; but it is understood and agreed that this covenant and any and all other covenants of the Landlord contained in this Lease shall be binding upon the Landlord and the Landlord's successors only with respect to breaches occurring during the Landlord's and the Landlord's successors' respective ownership of the Landlord's interest hereunder. Section 7.3 Notice to Mortgagee. Alter receiving written notice from any person, firm, or other entity, that it holds a mortgage (which term shall include a deed of trust) which includes as part of the mortgaged premises the Demised Premises, the Tenant shall, so long as such mortgage is outstanding, be required to give to such holder the same notice as is required to be given to the Landlord under the terms of this Lease, but such notice may be given by the Tenant to the Landlord and such holder concurrently. Section 15.4 Mechanics' Liens. Under Florida Section 713.10, Florida Statutes, the interest of Landlord in the Demised Premises, the Demised Premises or the improvements therein, shall not be subject to liens for any improvements made by or on behalf of the Tenant and it is specifically provided that neither Tenant nor any one claiming by, through or under Tenant, including, without limitation, contractors, subcontractors, materialmen, mechanics and/or laborers, shall have any right to file or place any mechanics' or materialmen's liens of any kind whatsoever upon the Demised Premises, the Demised Premises or the improvements thereon; and any such liens are hereby specifically prohibited. All parties with whom Tenant may deal are put on notice that Tenant has no power to subject Landlord's interest to any mechanics' or materialmen's lien of any kind or character, and all such persons so dealing with Tenant must look solely to the credit of Tenant, and not to Landlord's said interest or assets. Tenant shall provide written notice to each contractor, subcontractor, materialman, mechanic and laborer performing work in the Demised Premises of the foregoing. Section 15.5 Definition of Rent and Additional Rent. The term "Rent" shall mean all Minimum Rent, Percentage Rent, Taxes, Common Area Expenses and all other payments required to be paid by Tenant to Landlord under this Lease. Without limiting any other provision of this Lease, it is expressly understood and agreed that all Percentage Rent the Tenant's participation in Taxes, Common Area Expenses, utility charges, trash removal charges and all other charges which the Tenant is required to pay hereunder, together with all interest and penalties that may accrue thereon, shall be deemed to be additional (but not minimum) rent, and in the event of non-payment thereof by the Tenant, the Landlord shall have all of the rights and remedies with respect thereto as would accrue to the Landlord for non-payment of Minimum Rent. Section 15.6 Legal Expenses. If Landlord and Tenant are involved in any litigation regarding the performance of any of their obligations under this Lease, the unsuccessful party in such litigation by final order, decree or judgment of a court of competent jurisdiction shall reimburse the successful party for all reasonable legal fees and expenses incurred by such successful party in connection with obtaining such final order, decree or judgment. Section 15.7 Invalidity of Particular Provisions. If any term or provision of this Lease, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. Section 15.8 Provisions Binding, Etc. Except as herein otherwise expressly provided, the terms hereof shall be binding upon and shall inure to the benefit of the successors and assigns, respectively, of the Landlord and the Tenant. Each term and each provision of this Lease to be performed by the Tenant shall be construed to be both a covenant and a condition. Section 15.93 Governing Law. This lease shall be governed exclusively by the provisions hereof and by the laws of the State of Florida as the same may from time to time exist. Venue for any action arising under this Lease shall be in Broward County, Florida. Section 15.10 Recording. The Tenant shall not record this Lease or any memorandum or short form hereof without the written consent and joinder of the Landlord. Landlord shall have the right to record this I.,ease and, at the request of the Landlord, the Tenant agrees to execute the necessary acknowledgments required to record this Lease, in either short or long form. Section 15.4 Holding -Over. Any holding -over by the Tenant after the expiration of the Term of this Lease shall be treated as a tenancy at sufferance at two times the Rent and other charges specified herein (and if varying rates are specified herein, at three times the highest such rate), prorated on a daily basis, and shall otherwise be on the terms and conditions set forth in this Lease, so far as applicable. Section 15.10 Interest. All payments becoming due under this Lease and not paid when due shall bear interest from the applicable due date until received by the Landlord at the lesser of. (i) eighteen percent (18%) per annum; or (ii) the highest lawful rate of interest permitted at the time in the State of Florida. Section 15.11 Waiver of Jury Trial. LANDLORD AND TENANT EACH HEREBY WAIVES TRIAL, BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE OR THE USE AND OCCUPANCY OF THE PREMISES. Section 15.12 Landlord's Access to Demised Premises. The Landlord and its designees shall have the right upon reasonable prior written notice to Tenant (which notice shall not be required in the event of an emergency or if Landlord's entry shall be in the non-public areas of the Demised Premises only), to enter upon the Demised Premises at all reasonable hours for the purpose of inspecting or making repairs to the same or exhibiting the same to prospective purchasers and lenders. In making such entry, Landlord shall not unreasonably interfere under the circumstances with Tenant's business operations in the Demised Premises. If repairs are required to be made by the Tenant pursuant to the terms hereof or if the Tenant is required to perform any other obligation under this Lease, the Landlord may demand that the Tenant make such repairs or perform such obligation forthwith, and if the Tenant refuses or neglects to commence such repairs or performance and complete the same within ten (10) days after such demand, the Landlord may (but shall not be required to) make or cause such repairs or performance to be done and shall not be responsible to the Tenant for any loss or damage that may accrue to its stock or business by reason thereof. Section 15.13 Liability of Landlord. Anything contained in this Lease, at law or in equity to the contrary notwithstanding, Tenant expressly acknowledges and agrees that there shall at no time be or be construed as being any personal liability by or on the part of Landlord under or in respect of this Lease or in any way related thereto or the Leased Premises; it being further acknowledged and agreed that Tenant is accepting this Lease and the estate created hereby upon and subject to the understanding that it shall not enforce or seek to enforce any claim or judgment or any other matter, for money or otherwise, personally or directly against any officer, director, stockholder, partner, principal (disclosed or undisclosed), representative or agent of Landlord, but will look solely to the Landlord's interest in the Demised Premises for the satisfaction of any and all claims, remedies or judgments (or other judicial process) in favor of Tenant requiring the payment of money by Landlord in the event of any breach by Landlord of any of the terms, covenants or agreements to be performed by Landlord under this Lease or otherwise, subject, however, to the prior rights of any holders of any mortgages encumbering the Demised Premises, and no other assets of Landlord shall be subject to levy, execution or other judicial process for the satisfaction of Tenant's claims; such exculpation of personal liability as herein set forth to be absolute, unconditional and without exception of any kind. SIGNATURE PAGE FOLLOWS ON NEXT PAGE WITNESS the execution hereof under seal in any number of counterpart copies, each of which shall be deemed an original for purposes day and year first above WITNESS: TENANT: DRIFTWOOD 2005, LLC, a Florida limited liability company By: -- ---• e,�'-' (as to Tenant) Print N e: v r Its: err (as to Tenant) Date: 'L0 i"Z EG REAL ESTATE LLC,, a Florida limited liability company By: -L, (as to Landlord) Print N e: ''yerett Its: M er (as to Landlord) Date: T11-0111-01-1 State of Florida 9 County of Palm Beach Subscribed and sworn to (or affirmed) before me on this day of - 2017 , by!� proved to me on the basis of satisfactory evidence to be the persons) who appeared befor me. Signature 4 ta7t, !A ""ION 9 1'r 16307 nIh '14 9/19/2017 PAPA Maps http://maps.co.paIm-beach.fl.us/cwgis/papa.htmI?gvaIue=08434522000007020 1 /1 I CRA BOARD MEETING OF: October 10, 2017 CONSENT AGENDA AGENDA ITEM: VIII.G. SUBJECT: Approval of Divine N Corp, d/b/a That's Amore for Commercial Rent Reimbursement Grant P rog ram SUMMARY: The Commercial Rent Reimbursement Grant Program provides eligible new or existing businesses with rent payment assistance for a maximum period of 12 months within the first 18 months of a multi-year lease. The CRA has received a completed grant application from Divine N Corp, d/b/a That's Amore which is bringing an authentic Italian experience to the CRA District. That's Amore is a combination of authentic Italian food with Italy -inspired events and activities. The restaurant will feature a brick oven handmade and shipped from Naples, Italy. Besides the Italian cuisine, patrons have a chance to experience Italian culture and lifestyle through numerous activities and events such as Italian Conversation, cooking classes, and monthly regional Italian dinners. As a tenant of Casa Costa located at 400 N. Federal Highway, CU9, Boynton Beach, FL 33435 the base rent, as specified in the lease, is $1,983.33 per month. Divine N Corp, d/b/a That's Amore falls under the terms of a Tier I business (as specified in the grant application). If approved, the applicant is entitled to receive reimbursement for half of its monthly rent or grant maximum of $991.67 per month for a 12 month period. The applicant meets the eligibility requirements under the program guidelines and will be reimbursed on a quarterly basis with proof of rent payments. FISCAL IMPACT: $11,900.04 — Project Fund, line item 02-58400-444 CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approve the Commercial Rent Reimbursement Grant not to exceed $11,900.04 to Divine N Corp, d/b/a That's Amore, located at 400 N. Federal Highway, CU9, Boynton Beach, FL 33435. ATTACHMENTS: Description Attachment I - Rent Application Attachment II - PAPA Map Attachment III - Lease BOYNTON BEACH • • • 1W461(1111-1161 1 1 • ,III ID, • . Program Rules and Regulations The Commercial Rent Reimbursement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "CRA") District. The program is designed to provide financial assistant to new and existing businesses in the form of rent reimbursement intended to help businesses during the critical first year of operation. The CRA reserves the right to approve or deny any Commercial Rent Reimbursement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the CRA District. The receipt of past payments is not a guarantee of future payments. For purposes of this application, the term "new business" means a company in operation for less than six months or relocating to Boynton Beach. The term "existing business" means a company that has been in operation within the CRA District for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The Boynton Beach CRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be subject to production by the CRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. m Initials Page 1 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com Incentive Funding The Commercial Rent Reimbursement Grant Program offers financial assistance in the form of a reimbursable grant in the form of a quarterly rent reimbursement. The time period of eligibility for assistance is up to six months from the issuance of the City of Boynton Beach Business Tax Receipt. Rent Reimbursements will not be paid until all construction has ended, City and County licenses are obtained and the business is open for operation. The CRA will issue reimbursement on a quarterly basis directly to the applicant for the monthly rent payment made to the landlord upon receipt and verification that the payment has been cleared by the bank. The responsibility for all rental payments is between the contracted parties to the lease, as such the tenant and the landlord. As grantor the CRA neither bears nor accepts any responsibility for payment of rent at any time, nor penalties incurred for the late arrival of payments by any party. Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Must be located within the CRA District (see attached map). • Must provide proof that the business is properly licensed by all necessary levels of government and professional associations or agencies (copies of city and county licenses or receipts that the licenses have been applied for). • Non-profit and residentially zoned properties are NOT eligible. • An existing business must expand to occupy more than 50% of its current square footage size. Verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the CRA Board if the tenant is losing their current space due to redevelopment of the site. • The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, within the sole discretion of the CRA, as an eligibility Page 2 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com requirement for funding. A copy of the consumer report will be provided to the applicant upon request. Applicants must have an Experian credit score of 601 or higher to be eligible. If one or more business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • Applicant must have an executed multi-year lease (two year minimum). • The Commercial Rent Reimbursement Grant Program may only be used one time by any one specific business entity or business owner. • Grantees shall allow the CRA the rights and use of photos and project application materials. Ineligible Businesses The following businesses are considered ineligible for assistance under the Commercial Rent Reimbursement Grant Program: • Firearm Sales • Religious Affiliated Retail Stores • Non Profits • Check Cashing Stores • Adult Entertainment • Adult Arcades • Kava Tea Bars • Alcohol and/or Drug Rehabilitation Centers/Housing • Medical Research Centers/Housing • Massage/Personal Services • Convenience Store • Churches • Fitness Centers over 4,500 sq.ft. • Take -Out Foods • Liquor Stores • Vapor Cigarette, E Cigarette Stores • Pawn Shops • Tattoo Shops/Body Piercing/Body Art Shops • Any other use that the CRA staff or CRA Board have determined not to support the redevelopment of the CRA District Grant Terms and Conditions This grant is divided into two tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. Grant funding amounts will be based on the applicant's project budget specified at the time of CRA Board approval. Initial st�.� Page 3 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com Tier One Business (Full -Service Restaurants Only) Tier One Businesses are eligible for reimbursement of 50% of the applicant's project budget as submitted at the time of CRA Board approval up to a maximum amount of $45,000 in grant funding. Only full service restaurants with a minimum total seating capacity of 50 seats are eligible to be in Tier One. The restaurant must have hours conducive for the development of the downtown serving at least lunch and dinner. Proof of seating capacity shall be confirmed by a copy of the City of Boynton Beach Local Business Tax Receipt. Tier Two Business Tier Two Businesses are eligible for reimbursement of 50% of the applicant's project budget as submitted at the time of CRA Board approval up to a maximum amount of $25,000 in grant funding. Tier Two Businesses must be one of the following types of businesses: • Restaurants with total seating capacity under 50 • Gourmet Food Market • Bed and Breakfast • Marketing Offices • Law Offices Fitness Center less than 4,500 sq.ft (no more than 2 approvals per fiscal year) • Specialty Businesses — stationary, gifts, sporting goods • Clothing Boutique — clothing, shoes & accessories • Bakery • Medical Offices • Accounting Offices • Real Estate Offices • Insurance Offices • Florist (no more than 2 approvals per fiscal year) • Hair/Nail Salons (no more than 2 approvals per fiscal year) • Home Decor/Design — home furnishings, art galleries, kitchen wares Initials /"Z.— Page 4 of 13 �( Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 – Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on lease. The commercial lease must define the landlord -tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; • Ability to terminate; and, • Consequences of default on the lease. Subletting of the property by grant recipient is prohibited. Violation will constitute repayment of CRA grant funding. The CRA considers the following to be subletting: Any business entity in which the A) grant recipient is not listed as the registered agent, owner, officer or director of said business; B) lists its place of business as the leased premises of the grant recipient, or C) has obtained a business tax license from the City of Boynton Beach for the grant recipients' leased premises or any part thereof. Proposed leases must be executed within 30 days of CRA Board approval or the grant award is terminated. Application Process Applications can be obtained from the CRA office located at 710 North Federal Highway, Boynton Beach, FL 33435 or downloaded from www.catchboynton.com. All applicants are required to meet with CRA staff in order to determine eligibility before submitted an application. Funding requests will not be considered until all required documentation is submitted to the CRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the CRA Board. Initials Page 5 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com Applicants must submit an original, "hard copy" application with all materials to the CRA for review and approval by the CRA Board. Applicants will be considered on a first- come, first served basis. Application packets must include the following documentation: 1. A non-refundable fee of $100 is required to obtain a consumer credit report on the business and principal/owners of business. Make check payable to: Boynton Beach CRA. 2. Resume for each principal/owner of the business. 3. Copy of the corporate documents for the applying business entity. 4. Copy of City and County Business Licenses (Business Tax Receipt). 5. Copy of executed multi-year commercial lease 8greement. 6. Two years of corporate tax returns (for existing businesses only). 7. Two years of personal tax returns for the principal/owners of a new business. 8. List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 9. If an existing business must expand to occupy more than 50% of its current square footage size. Verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the CRA Board if the tenant is losing their current space due to redevelopment of the site. 10. Completed and signed application (attached). 11. Authorization to perform credit check for the business and each principal/owner of the business (attached). 12.W9 Form (attached). Approval of Funding Request All required documentation must be submitted no later than noon on the first Tuesday of the month. CRA staff will review the application to verify that the project is eligible for reimbursement. If it meets these requirements, CRA staff will present the funding request to the CRA Board for review and approval. The CRA Board meets on the second Tuesday of each month. The schedule for CRA Board meetings can be obtained at www.catchboynton.com. Applicants will be notified of the date and time that their applications will be considered by the CRA Board. N Initials__WC- - Page 6 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com The CRA recommends that applicants attend the CRA Board meeting during which the Board will consider their applications in order to answer any questions the CRA Board may have regarding their applications. CRA staff will notify the applicant of the CRA Board's approval or denial in writing. Proposed leases must be executed within 30 days of CRA Board approval or the grant award is terminated. Site Visits CRA may conduct a site visit prior to transmitting the application to the CRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during and after the project in order to determine and ensure compliance with the terms of the grant agreement. Procedures for Reimbursement Quarterly rent reimbursement payments will be provided to the grant recipient beginning the first month the business is open for operation subsequent to CRA Board approval. A maximum of 12 consecutive monthly rent payments will be reimbursed to the approved applicant. Each report shall be made within 10 days of the start of the next applicable quarter beginning on January 1St, April 1St, July 1St and October 1St following the initial Reimbursement Request. In order to receive quarterly rent reimbursement the grant applicant must submit the following: 1. Written request for reimbursement. 2. Proof of rent payments (i.e., copies of the front and back of cancelled checks for that quarter's reimbursement or proof of direct deposit). If applicant does not submit its quarterly reimbursement request within 30 days following the end of the quarter in which applicant is requesting reimbursement, applicant forfeits that quarter's reimbursement. Initials ' ' Page 7 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com Discontinuation of Payment The receipt of past payments is no guarantee of future payments. The CRA retains the right to discontinue rent reimbursement payments at any time according to its sole and absolute discretion. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the project. Nor shall issuance of a grant result in any obligation on the part of the CRA to any third party. The CRA is not required to verify that entities that have contracted with the applicant have been paid in full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which the applicant is directly responsible is sufficient assurance for the CRA to award grant funding. Initials Page 8 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable): nlBuei s Address: � 611, 1 1, � I /� � - . ", " t(� / /-Z - - V \/ Business Phone Number: 3c'� S Fax: Website: Existing Business: Yes. No Number of years in existence: Time atCurrent Location: New Business to Boynton Beach: Yes No________ Doyou have anexecuted lease agreement: Yes No �� If so, monthly base rent: /~ s� New Business Address: Square footage Ofcurrent location: Sou@F8 footage of new location: Type of Number of Employees: Hours of Operation: A�e Page 9uf13 Rent Reimbursement 710 North Fede/a| Highway, Boynton Beach, FL3343S—Phone: /561\737'3256 Fax: (561)7l7 '3258 vvvvvv.natchboyntonzonn . ~. BOYNTON1511 BEACH APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable): nlBuei s Address: � 611, 1 1, � I /� � - . ", " t(� / /-Z - - V \/ Business Phone Number: 3c'� S Fax: Website: Existing Business: Yes. No Number of years in existence: Time atCurrent Location: New Business to Boynton Beach: Yes No________ Doyou have anexecuted lease agreement: Yes No �� If so, monthly base rent: /~ s� New Business Address: Square footage Ofcurrent location: Sou@F8 footage of new location: Type of Number of Employees: Hours of Operation: A�e Page 9uf13 Rent Reimbursement 710 North Fede/a| Highway, Boynton Beach, FL3343S—Phone: /561\737'3256 Fax: (561)7l7 '3258 vvvvvv.natchboyntonzonn PRINCIPAL/OWNER INFORMATION: (If more than 4principals/owners additional sheets may baused) 1 Principal/Owner Name: Date of Birth: Email:, Residential Address: Cell Phone Number: 3ZI 2. PhnoipaK{]wnerName: Date ofBirth: Residential Address: _______ Cell Phone Number: � l 3. PhncipoKOxvnerNanle: ` Date of Birth: Email: Residential Address: 4. Cell Phone Number: PhncjpaKOvvnarNeme: Date of Birth: Residential Address: Cell Phone Number: Email: Page 10of13 Rent Reimbursement 7l0North Federal Highway, Boynton Beach, FL3343S—Phone: (S61)737-3Z56Fax: (S61)737']2S8 vvvvvxzatchboyn1on.cono BOYNTON pwi. PRINCIPAL/OWNER INFORMATION: (If more than 4principals/owners additional sheets may baused) 1 Principal/Owner Name: Date of Birth: Email:, Residential Address: Cell Phone Number: 3ZI 2. PhnoipaK{]wnerName: Date ofBirth: Residential Address: _______ Cell Phone Number: � l 3. PhncipoKOxvnerNanle: ` Date of Birth: Email: Residential Address: 4. Cell Phone Number: PhncjpaKOvvnarNeme: Date of Birth: Residential Address: Cell Phone Number: Email: Page 10of13 Rent Reimbursement 7l0North Federal Highway, Boynton Beach, FL3343S—Phone: (S61)737-3Z56Fax: (S61)737']2S8 vvvvvxzatchboyn1on.cono Are you applying for grant assistant under any other program offered by the CRA? (Tier One Businesses Only): Yes No If yes, what additional programs are you applying t a` Jc Z, s ° y%r /f f, r.'a fir; 1. for: _.'if..'rc.jt, �'�, e Are you receiving grant assistance under any other governmental agencies: Yes _ No If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: 4, Landlord's Mailing Address: Landlord's Phone Number: /5._ f f5 1(� CERTIFICATION AND WAIVER OF PRIVACY: I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant Program Rules and Requirements. I understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Agency Bo �I. Initials Page 11 of 13 V Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com f f BOYNTON BEACH' Are you applying for grant assistant under any other program offered by the CRA? (Tier One Businesses Only): Yes No If yes, what additional programs are you applying t a` Jc Z, s ° y%r /f f, r.'a fir; 1. for: _.'if..'rc.jt, �'�, e Are you receiving grant assistance under any other governmental agencies: Yes _ No If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: 4, Landlord's Mailing Address: Landlord's Phone Number: /5._ f f5 1(� CERTIFICATION AND WAIVER OF PRIVACY: I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant Program Rules and Requirements. I understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Agency Bo �I. Initials Page 11 of 13 V Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com BOYNTON 2 I understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Plan, and that the Boynton Beach Community Redevelopment Agency may decline my application for any legal reason, including the reason that granting the award will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency may, at its sole discretion, discontinue subsidy payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer benefiting the furtherance of the Boynton Beach Community Redevelopment Plan. I hereby waive my rights under the privacy and confidentiality provision act, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the Boynton Beach Community Redevelopment Agency to run a credit report as part of this application, and understand that inforrpation in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the Boynton Beach Community Redevelopment Agency or its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. 1111'L 1011, It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. Initials,/7 Page 12 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com 1 2. 3. 4 3 F1 K,""P1111111i BUYN I UN ?�BEACH4 11 e to iizi c�C'�3 APPLICANT INFORMATION Pri c al/ ner' ic�patur to Printed Name Title Principal/Owner's Signature Date Printed Name Title Principal/Owner's Signature Date Printed Name Title Principal/Owner's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures - Multiple notary pages may be used if signing individually STATE OF _ (j COUNTY OF BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared L!01bU who is/are personally known to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this day of- 0 f TA BL ommission Expires: Bonne Nick(ic n lw�ys NOTARYPUBLIC STATE OF FLORICA Page 13 of 13 Comm# 08394Rent Reimbursement 1� Expires 5/25/202+ 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com SUBMISSION OF AN APPucA-nON IS NOT A GUARANTEE OF FUNDING It is ft responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's RulestReouirements and Application. Landlord's Signature Date Printed Name Titles STATE OF i IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this day of _ . 20,1 NOTARY PUBLIC My Commission Expo: page 11 of 11 710 N. Fedad Highway Boyntm BwAG FL 33435 Pbana 561-737-3256 Fax $61-737-3258 10/3/2017 PAPA Maps http://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434522470120411 # 1 /1 (.,ommercial Lcasc THIS COMM F I Wl At, L EAS L ("Loase"), made and entered il Ito as of this '?'day of July, 2017, by and between COSTA CENTER, LLC, a Florida limited liability company ('Tandlord") and Divine N Corp., a Flonda Corporation d1b/a That's Amore ("Tenant") TI IE Landlord, for and in considotation of the rant heroin reserved to be paid by the Tenant, and in consideration of the covenants and provisions to be kept and performed by the Tenant, does hereby 1.03Se onto Tenant, and said Tenant (ions horeby hire and take as Tenant under the Landlord the property located at 400 North Federal Highway Unit CU -9, H ' oynton Roach, Florida 33435, consisting of approximately 1,,4QO square feet more or less of unit space (the "'Premises"), t0909161 with all improvements thercin and thereon belonging or pertaining to file lionises, including all rights, privileges, casements and appurtenances belonging or poitaining thereto 10 HAVE AND TO HOLD said Pfemiscs, together with file lights and appurtenances onto the Tenant, subject to the following conditions and covenants: WITNESSETH. TERM The Tenant is to have and to field tile Premises for a term of THREE (3) YEARS from the day landlord completes his work as described In Exhibit C (the "Cominoncernent Date")(the'Term"), 0 tion to Renew. Tenant shall have One (1) option to renew the lease for Three (3) years at MARKET RENT not to exceed $19,00 per sqft with all terms and conditions to remain the same In this lease, RENT: Tenant he Landlord, the suns of One Thousand Nine Hum and 331100 D oil r ( T- a ($1,983.33) or rent duo hereunder plus the currently applicable Florida State Sales ax of _kFE�a 7.u,-, Installments of Ron( shall be due on or before (tie first day of each and every calendar month of the Lease Term, The Rent shall be payable to Landlord's office or elsewhere as designated from time to time by written notice to Tenant. A. 99NJ�MMECEMENT. The commencement day starts oil the day when the landlord completes his work as described In Exhibit C (the ,Commencement Date"), in case the Landlord does not completo Its his work in due time, the Commencement Date day will be postponed by the same nurnbor of days required for Landlord to complete Its his work. The tenant shall receive a rent concession of Ninety (90) days upon the completion of landlord's work as referenced In Exhibit "C", i. Each twelve (12) month period commencing on the 'Commencement Date" or any anniversary thereof Is referred to in this Lease as a "Lease Term"; provided that, if the Commencement Date is other than the first day of a calendar month, then the first Lease Year shall E Page include sash parli;al ritonth togetherwill) the flet Succeeding nacho ('12) rnonths, and emc.h succeeding Lease year shalt begin on the first day of the: calendar (month that corresponds to tiles month following the Corrnmencernent Date. For the tint Lease Year, the amount of Wise Mont shall be as provided in the "gent', section of this Lease. At the beginning of the second Lease ase: Year and each Lease Year thereafter during the tenon of this Lease and each extension option term, if any, the arnount of Base Rent shall be increased and such increased amount shall then be the Base Gent for that Lease Year. The Base shall increase the greater of Ihhree 8.0ye percent or the percentage increase Inn the U.S, Consumer Price Index (CPI) over the twelve months immediately preceding the above-mentioned anniversary (late, expressed to the nearest who percent. The index for this calculation will be the U.S_ Consumer Price Index — All Urban Consumers (1082-84=100), or any successor, index, as found in the Monthly Labor hg.view U.S. Detjttaernt of Labor, FiureatLc�f Lahnr tettistics. ii. The Tenant furthermore agrees to pay any increase in said Florida State Sales Tax throughout the tern of this Lease payable to the Landlord in advance, during each and every month of the Leash Terra, IT IS FURTHER AGREED AND COVENANTED BY AND BETWEEN THE PARTIES HERETO M. FOLLOWS: I 1. Tenant, concurrently with the execution} of this Lease, has deposited with Landlord the sum of Four Thousand One Hundred Fine and 50/100 Dollars ($4,105,50); the receipt of which is hereby acknowledged t Lan eposit"); which includes Tyra Thousand One Hundred Twenty Tanga and '17/100 Dollars (21f ,22,1%} 'ncluding Scales Tax for file fiat month Of rent due hereunder, the remainder of the post One Thousand Gine hundred i ht Three leastf10t} DaEEars 61,983.3J3 shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the temas and covenants of this Lease. It is agreed that Landlord, at Landlord's, option, may at any time apply said surer or any part thereof toward the payment of the rents and all other suors payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any (amounts that such sum shall be insufficient to flay; that: Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but: nothing herein contained shall require or be deerned to require Landlord so to do; that, in the event this deposit shall not be utilized for any such purposes, then such deposit shall be returned by Landlord to Tenant fifteen days next (after the expiration of the terga of this Lease. Landlord shall not be required to pay Tenant any interest on said security deposit Landlord shall not be re(tuired to maintain the security deposit in a segregated account and no trust relationship is created with respect to the security deposit. 2. Tenant shall not assign, transfer, mortgage, pledge, sublet, or otherwise encurnbor or dispose of this Lease or the Terris or any portion of the Term remaining, or permit the Premises to be occupied by other persons, without obtaining the prior written consent of Landlord, If this Lease be assigned, or if the demised Premises or any Evart thereof be sublet or underlet or occupied by anybody other than the Tenant, the Landlord may, after default by the Tenant, collect rent frorna the assignee, sub lessee, under tenant, or occupant and apply the net amount collected to the rent herein reserved but no such collection shall bc; deerned a waiver of this covenant, or the acceptance of the assignee, undertenant, or occupant as Tennant or a release of the Tenant from the furttner observance and performance by the Tenant of the covenants contained herein. Page 12 EXAMINATION OF PREMISES :3. tenant has been in possc% cion of the Preto se,s and is familiar witty the condition thereof and acknowledges that it is willing toaccept the Premises as they exist on tho date hereof, subject to all the improvements; completed by the Landlord as described in Exhibit C. Landlord makes no representations or warranties with respect to the condition of the Promises hereof subject to all the improvements completed by the Landlord as described in Exhibit C. POSSESSION OF PREMISES 4. Landlord shall be entilled to cause Tenant to relocate front tfae Premises to another space within the Project at any time, upon not less than ninety (90) days' writtc:,n notice to Tenant. Upon su€h relocation, such new space shall to deemed the Premises and the pricer space originally demised shall in all respects be released from tial, effect of this Lease, If Landlord elects to relocate Tenant as above described, (i) the now space shall contain approximately the same as, or greater usable area than the original space, (ii) Landlord shall improve the new space, at Landlord's solo cost, to at least the standards of the original space at ttae time of relocation, and (iii) Landlord shall pay the reasonable costs of moving Tenant's trade fixtures and furnishings from they original space to the new space. Landlord shall not be liable for any further indirect or spacial expenses of Tenant resulting frons the relocation, including but not limited to, lost profit and losses due to business interruption. All other teams of this tease shall apply to the new space as the Premises Landlord reserves the right at any time to relocate the various buildings, automobile parking areas, and Cather corntnon areas shown on said site plan, and to relocate Tenant herein to comparable space, with the exception that it) the event Tenant is unsatisfied with Landlord's, plats of relocation, Tenant shall have the right to terminate this lease with thirty (30) stays prior written notice to Landlord, WA 5� The Premises shall be used by Tenant for Pizzeria RestaurantSit clown Take out and PgljyqfyJ and for no other purpose, and Wither, Tenant agrees to use tlae entire Premises as hereinabove provided, ALTERATIONS d. (a) Tortant will make no alterations, additions or improvements in or to the Premises without written consent of Landlord except as described and agreed in Exhibit ; and all Tenant improvements upon the Premises and any replacements thereof, including all air conditioning systems, additions, fixtures, or irrsprovernents shall be and remain part of the Premises at the: expiration of this Lease. At the end of the lease and should tenant decide not to exercise their option to renew the lease, Tenant shall be authorized to remove all of Tenant's furniture, equipment, pizza Oven and refrigeration and all personal property. (b) In the event Landlord consents to the croaking of any alterations, additions or improvorrtoots to the Premises by Tenant, the same shall be rnade by Tenant at Tenant's sole cost and expense by licensed and bonded contractors, (c) Tenant shall, at its expense, before corrin-aencing any alterations, additions, installations or Improvements obtain all permits, approvals and certificates required by any governmental or quasi - governmental bodies and (upon completion) certificates of finaai approval thereof and shall deliver promptly duplicates of all such permits, approvals and cerlificates to Landlord. Tenant agrees to carry and will cause Tenant's contractors and sub -contractors to carry such workman's compensation, general liability, personal and property danaacfe insurance; as Landlord requires in Section 9.b under Regulations and Insurance. Paye:. 1 3 1. Landlord agrees to keep the oxtorirar of ,,:ilei Building 0I)GInding the. landscaping and driveway) and roof in good repair, but Tenant shat] given to Landlord fourteen (14) days notice of needed repairs to the exterior tart of the building sand Landlord stall have, a reasonable time thereafter to stake therm. However, if any part of the exterior or the interior of the PrentiseS is injured or daraged by any breaking and/or entering said Premises, or, by any attempt to break and/or enter staid Premises, by any thirst person or persons, 'tenant agrees to promptly cause all necessary repairs to be made at Tenant', expense so as to promptly restore said Premises to its condition inxne~diately prior to said breaking and/or entering or, said attempt to break and/or enter, The Toriant further agrees, in the event additional sanitary facilities are required because of tits, nature of the operation conducted by the Tenant; it shall he the Tenant's obligation to supply ,rich additional facilities at his ower expense, INTERIOR 8. Tenant agrees to keep the interior of said Premises including all windows, screens, awnings, doors, including the overhead truck loading doors, interior walls, pipes, machinery, plumbing, electric wining, fire sprinkler system and other fixtures and interior appurtenancOS, in good rand Substantial repair grad clean condition at Tenant's oven expense - tire, windstorm, or othew act of Cod, atone excepted. All glass boat interior and exterior is at the sole risk of Tenant and Tenant agrees to replace at Tenant's oven expense, any glass broken during the term of this Lease, It is hereby understood rand agreed that in the event that there is an air conditioning unit (or units) in the eternise Premises, the Tenant shall maintain the same during the terra of this Lease and shall return saki un€t (or units) to the Landlord at the termination of this Lease in good working order, reasonable wear and tear accepted. After AC installation the landlord will provide Tenant with AC standard warranty. If the devised PrerfliSeS be or become infested with vermin, Tenant shall, at its expense, cause the Same to be exterminated. REGULATIONS AND INSURANCE g. (a) Tenant shall comply with all Statute,, ordinances, rules, orders, regulations anti requirements of all federal, state and municipal authorities, anti of any and all their departments and bureaus, applicable to said Premises for the correction, prevention, and abatement of nuisances or other grievances, in , upon, or connected with said Prenmises, during said terns, and shall also promptly comply with and execute all rules, orders, and regulations of the Southern Underwriters Association for the prevention of fires, at Tenant's own cost and expense, (b) inuring the Terra of the Lease, Tr:nant agrees to maintain a policy of cornmercial general liability insurance (or broad form comprehensive general liability insurance) Pra the amount of $1,000,000,00 pr occurrence, insuring Tenant against liability for bodily Injury, properly damage (including loss of use of property), and personal injury arising out of the operation, use or occupancy of the Prernise;s and tanning Landforci as additional Insured and indicating that Landlord will receive `til stays written notice in the event of a cancollation of coverage or change, in Coverage_ The liability insurance obtained by Tenant shall be primary and non- contributing and shall insure Landlord against Tenant's performance under this Lease. Proof of such coverage in the form of a Certificate of Coverage shall be sent to Landlord within 15 days of Tenant's occupancy of fhtl donai,ed Premises. Tenant, at its own expense may obtain insurance for Tenant's personal property, fixtures, equipment or any €rmiprovenlents made to the Premises. (c) Tenant will comply with all requirements of in insurance company insuring the Premises which requirements relate to the condition or rise of the Premises, equipment, installations therein, operating procedures or, the health or, safety of the Tenant, its employees, invitees, customers, agents or contractors, at his oven expense. (d) If Tenant ;s alteration, use or occupancy of the Premises violate, as law, regulation or inSuraraCe requirement, lie; will pay to make any chancres nodded to comply including structural alterations. i'ae3 14 (e) ra>mant will not e10 ar€ythingf to jeoporalize lho owner's irasurmice c'nVeratcle, (,waato rm additional € isk, or t .aw5v an ine,rease ill his insurance pa"Inium"'. (f) Such h insurance polic"y shall provide that the insurer "-'hall relit c"A anal x;mAl policy unless i€ sur€:r shall delivernotice to Landlord of srich cancellation no later than 30 days prior to the date of ;Mach cancellation, ABANDONMENT M It Tennant shall abandon or vacate said Promises before the end of the terra of this Lease, or shall suffer the rent to be in arrears, Landlord may, at his option, cancel this I -else, in the manner stated if) paragraph 34 hereof, or Landlord may enter said Premises as the agent of the Tenant, by force or otherwise, without being liable; in any way therefor, and relet the Premises with or without any furniture or equipment that may be therein, as the agent of J'enant, at such price and upon such terms and for such duration of fine as Landlord may determine, and receive the rent therefor, applying the sane to the payment of the rent dile by these presents, and if the full rental herein provided shall not be realized by Landlord over and above fit(,, expenses to Landlord in such reletfing, Tenant shall pay any deficiency. ATTORNEY'S PEES 11. ^reliant agrees to pay all casts and expenses of coliechon and reasonable attorney's fee earl any part of said rental that may be collected by an attorney, suit, distress or foreclosure, In all other litigated matters, the prevailing party shall be entitled to ac award of reasonable altorneys' fees, court coat and similar expenses at all trial and appellate court levels. ASSIGNMENT F CHATTELS 12. It is understood and agreed that any merchandise, fixtures, furrriture or equipment left in file Premises when Tenant vacates shall be deerraed to have been abandoned by Tenant and by such abandonment T€::carat a automaatir.,rally (OlinqUiSheS ally ricllat or interest therein, Landlord is aulhorized to soil, dispose of saran;. mm 11 In the event the Premises shall be destroyed or so damaged or injured by fire or other casualty, during the life of this agreement, whereby the; same right shall be rendered unterlantable, then Landlord shall have the right to render said Premises tenantable by repairs '120 days therefrom. If said Premises aro not rondered tonantable within said time, it shall be optionaable with either party hereto to cancel this Lease, and in the event of such cancellation the rent shall be paid only to the date of such fire or casualty, The cancellation herein mentioned shall be evidenced in writing. During any time that the Promises are untenantable dale to causes set forth in this paragraph the rent or a just arid fair proportion thereof shall be omitted, PERSONAL PROPERTY 14, All personal property placed or moved in the Premises above described shall be at the risk of Tenant or the owner thereof and Landlord shall riot be liable to Tenant for any damages to said personal property unless caused by or due to the gross negligence of Landlord, Landlord's agents or employees, UTILITIES AND -SERVICES 15, All applications and connections for utilities and other services on the Premises shall t)o in the narne of the Tenant only and the Tenant shall be solely responsible for the payment thereof. It is understood and agreed between the parties hereto that any charges against Tenant by Landlord for services, utilities or for work done on the Premises by order of Tenant or, otherwise accruing under this Lease shalt be Page 'S c=onsidered as rent (lura and shall be included if) carry lion for wnt, It is forther understood atter landlord's work has been cornpleted as Whiten in Exhibit "C" that the Ton;,rnt will pay plorral:rtly when du( Carry fee(s) for sprinkler standby cJuirged by the supplim of wrater- to the demised Premises. SIGN AND -AWNINGS 16. No awnings, sign or signs shall be attached to or erected on the exterior of the Premises without the written consent of the Landlord having first been obtained, which consent shall riot be unreasonably withheld. RIGHT OF ENTRY 17. Landlord, or any of its agents, serail have the: right to enter, said Premises during all reasonable hours, to examine the same or hake such repairs, additions, or afterations as may be deemed necessary for the safety, comfort, or the preservation thereof, or of said building, or to exhibit said Promises, arta to put or keep upon the doors or windows thereof a notice "FOR RENT" at any time within six (6) months before the expiration of this Lease with 24 hours' notice. Said right of entry shall otherwise exist for the purpose of removing placards, signs, fixtures, alterations, or additions which do riot conform to this agreement, am 18_ It is understood and agreed by the parties hereto that time is the essence of all of the teres and provisions of this Lease. `19. It is understood and agreed between the parties hereto that written notice addressed to Tenant and mailed certified mail, return receipt requested to the Prernises Leased hereunder shall constitute sufficient notice to the Tenant, and written notice addressed to Landlord and mailed certified gaily return receipt requested to the office of Landlord shall constitute sufficient notice to the Landlord to comply with the terms of this Lease_ Notice shall be deemed given three (3) banking days following the day such notice is (nailed, 20. Immediately following the Tenant's failure to pay rental due within the 15 day limit set forth in paragraph 34(b), Landlord shall have the right to enter upon the Premises and place and thereafter maintain a "FOR RENT" sign in a place where the sign would be most likely seen by the public: until the rear is paid in full, 21. This Lease is the only agreement between the parties and contains the entire agreement between the parties hereto and all previous negotiations leading thereto, and may be modified only by an agreement in writing signed and sealed by Landlord and Tenant, Landlord shall not be bound by any agreements entered into, whether card or written, express or iroplied, between Tenant and any predecessor owner or landlord. This Leese supersede, any prior lease and terminates any prior written agreement and is the only operative, agreement as of the date hereof. No surrender of the dernised Premises or of the remainder of the teen of this Lease shall be valid unless accepted by Landlord in writing. c f; i'crge? 10 . In consideration cal xsaaid Premises being Leased to Tenant for the above; rental, l -errant agrees: fhat Tenant, at all times, will inderunify and keep harmless Landlord froze all losses, damages, liabilitie.; and expenses which may arise or be claimed against Landlord arae be in favor of any person, tiara of corporation, for any injuries or daarnages to tire person or property of any person, fine or- corporation, consequent upon} or arising from the use or occupancy of said Premises by Tenant, or consequent upon or arising frorn any acts, ornissions, neglect or fault of Tonant (his agents, servants, employees, licensees, custorners or invitees) , or consequent upon or arising from Tenant's failure to comply with the aforesaid laws, statutes, ordinances or regulations; that Landlord shall not be liable to Tenant for any darnages, losses or injuries to the person or property of 'f enant which may be caused by the acts, neglect, omissions or faults of any person, fine or corporation, and that Tenant will indemnity acrid keep harrrrless Landlord from all damages, liabilities, losses, injuries, or expenses which may arise or be claimed against Landlord and be in favor of any person, firm or corporation, for any injuries or damages to the person or property of any person, firer or corporation, where said injuries or damages arose about or upon said Premises. notwithstanding anything in this Lease to the contrary, Landlord's liability hereunder shall be strictly limited to Landlord's interest in the demised property, 23. no waiver of any condition or covenant of this Lease by Landlord shall be deemed to imply or constitute a further waiver by Landlord of any othor condition or covenant of this Lease. 'Tire rights and remedies created by this Lease are curriulative and the use of one remedy shall riot be taken to exclude or waive the right to the use of another. RIGHT TO MORTGAGE OR LEASE 24. Tenant's rights shall be subject to any bonafide mortgage which now covers said Premises and which may hereafter be planed on said Premises by Landlord, or underlying Lease flaw or later covering the entire property, HEIRS AND ASSIGNS 25. This Lease and all provisions, covenants and conditions thereof shalt be binding upon and inure to the benefit of the heirs, legal representatives, successors and assigns of the parties hereto except that no person, fieri, corporation, or any court officer holding under of, through Tenant in violation of any other the terms, provisions or conditions of this Lease, shall have any right, interest or equity in or to this Lease, the terms of this Lease or the Premises covered by this Lease. BEYOND L NDLORD CONTROL 26. Mone; of the acts, prornises, covenants, agreements or obligations on the pall of the Tenant to be Kept, performed or not performed as the case may be, nor the obligation of the Tenant to pay rent and/or additional rent or other charge or payment shall be in any wise waived, impaired, excused or affected by reason of the Landlord being unable at any time or times during the term of this Lease to supply, or being prevented from, or delayed in supplying heat, Tight, or any service expressly or implied on the part of the Landlord to be supplied, or by reason of the Landlord being unable to make any alterations, repairs or decorations or to supply any equiptnent or fixtures, or any other promise, covenant, agreement or obligation on the pard of the Landlord to be performed, if the Landlord's inability or delay shall arise by reason of any law, rule or regulation of any federal, state, municipal or governmental department, agency or subdivision thereof, or by reason of conditions of supply and dernand due to national emergency or other conditions or causes beyond the Landlord's control, Pajge j 'I EMINENT DOMAIN 27. In the event of any portion of said t.c.a"led Prern€ses is taken by any c:ondenm ation of ornine nt dornai€ 9>€ce+�ee,dirrit;, the. (nainimrrrrr) monthly wntlal lwl'oira vpocitiod to bu poid slazall he raU:€bly ror{used naccoiding to fire area of the Le as(d Prc,alis s which is taken, and Tenant shall be on itled to no other consideration by reason of such taking„ and any dnniages suffered by Te?riant oil account of the taking of any portion of said Leased Premises and any damages to any structures erected on said Lensed Premises respectively that shall be awarded to Tenant in said proceedings shall be paid to and received by Landlord, and Tenant shall have racy right therein or thereto or to any ;tart thereof, and Tenant does hereby relinquish and assign to Landlord all of the Tenants rights and equities in and to any such damages. Should all of the Leased Promises be taken by any condemnation or orninent domain proceedings, then and in that event Tenant shall be entitled to no damages or any consideration by reason of such taking„ except the cancellation and termination of this Leasee as of the date: of said taking. Notwithstanding anything in this paragraph to the contrary, in the event any portion of the Leased Premises is taken by any condemnation or erninent domain proceedings and Tennant by reason of such taking shall be entitled to receive damages or any other consideration for any Leasehold improvements or, other betterments made and owned by it, Tenant shall be entitled to receive and retain all such damages Landlord having no claim or rights thereto, SURRENDER PREMISES 2€i. Tenant agrees to surrender to Landlord, at tlae end of the term of this Lease and/or upon any cancellation of this Lease, said Leased Premises in as good condition or said Premises were at the beginning of the terga of this Lease, ordinary wear and damage by fire and windstorm or other act of God excepted. Tennant agrees that, if Tenant does not sear{ander to Landlord, at they orad of the term of this Lease, or upon any cancellation of the term of this Lease, said Leased Promises, then Tenant will pay to Landlord all damages that Landlord may stiffer, ora account of Tenant's failure to surrender to Landlord possession of said Leased Premises, nand will ineiornnify and save Landlord harmless from and against all claims made by any succeeding Tennant of said Premises against Landlord on account of delay of Landlord in delivering possession of said Premises to said succeeding Tenant so far as such delay is occasioned by failure of Tenant to so surrender said Premises and unless otherwise agreed in writing„ such holding shall constitute. arta be construed as tenancy from month to month only at a monthly rental ectrral to two hundred percent (200%) of the then current rent and all outer payments to be made by Tenant which are; applicable as of the mast rnonth of the Lease terra and otherwise subject to conditions, provisions nand obligations of this Lease insofar as the same or applicable, month to month tenancy. The above mentioned provision of tenancy month by month will not be applied if Tenant decides to exercise the option (s) to renew this Contract as specified can page 1. Em 29. Tenant further agrees that Tenant will pray all liens of contractors, subcontractors, mechanics, laborers, material rnen, and other items of like character, and will indemnify Landlord against all legal costs and charges, bond prentiurns for release of liens, including counsel fees reasonably incurred if) and about the defense of any suit in discharging the said Promises or any part thereof from any liens, Judgments or encumbrances caused or suffered by Tenant. It is understood and agreed between the w antes hereto that the costs and charges above referred to shall be considered as rent dote and shall bo includes in any lien for rent. The Tenant herein shall not have any authority to create any liens for labor or, material on the Landlord's interest in the above: described property, and all persons contracting with the Tenant for the doing of any work or the furnishing of any material men, contractors, mechanics, and laborers, are hereby charged with notice that they must look to the Tenant and to the Tenant's interests only in the above described property to secure the payment of any bill for work done or material furnished during the rental period created by this Lease. Pilge 19 30, Landlord will be responsible fear the: payrncnl Of all re�<al preapcity taxes, (including any lr,,vs, taxes or :assessments) dUdog the Totm of the Lease, 31. The Tenant, at its own cost and expense, shall maintain all portions of the Leased property and adjoining areas in a clear(, and orderly condition, free: of did, rubbish and unlawful. Obstructions and shall keep the landscaped areas thereof watered-and-trtrrira ed starring tho4onn-oaf this Lease, 32, The following notification is provided pursuant to Section std .05b(8), Florida Statutes (1391): Radon is a naturally occurring radioactive; etas that when if has accumulated in a building ire sufficient quantities, may present health risks to persons who are exposed to it over, throe. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. ENVIRONMENTAL 33. 'Tenant will strictly comply with all federal, state, county, city and/or district regulations, laws and ordinances with regard to toxic or hazardous wastes or to envirorrnaental protection of the land, ground water, acrd aquifer, (collectively "Environmental Laws") and in the event Tenant is Found in violation of any Environmental haws, mandating monitoring or a clean -tap or re -filling of the area or other remedial action, then Tenant will indemnify and hold Landlord harmless front all lasses, damages, liabilities and expenses, including reasonable attorney's fees and court costs, which may arise or be claimed against Landlord as a result of such a breach of Environmental haws. Landlord shall be responsible For and hold Tenant harmless from any pre-exisfing condition which violates Environmental laws and represents that there is no existing contamination to the best of his knowledge, This paragraph strait survive termination or expiration of the Lease, C3EFAU _TS,t CTI 34. Defaults. The occurrence of any eine of more of the following events shall consfitttte a material default anti breach of this Lease toy Tenant: (a) Tho vacating or abandonrrrent of the: Promises by Tonant. (b) The failure by Tenant to remake any payment of rent or, any other, payment required to be made by Tonant hereunder as and when due where such failure shall continue for a period of five (5) drays. (c) The failure by Tenant to observe or perform any of the covonants, conditions or provisions of this Lease to be observed or performed by Tenant other than described in paragraph (b) above, where such failure shall continue for a period of 15 days after written notice hereof from Landlord to Tenant provided, however, that if the; nature of the Tenant's default is saach that more than 15 days are reasonably required for its cure then Tenant shall not be deemed to be in default if -Tenant commenced such cure within said 15 -day period and thereafter diligently prosecutes such cure to completion. (d) (i) The retaking by Tenant of any general arrangerrtent or assignment for the benefit of creditors, (ii) Tenant becomes a "debtor" as defined in 11 Ll..C. S1 01 or any successor statute thereto (unless, it) the case of a petition filed aclainst Tennant, the sante is dismissed within 60 days). (iii) the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises of Tenant's interest in this Lease, where possession is not restored to Tenant within 30 days or (iv) the attachment, execution or other judicial "seizure" of substantially all of 'Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within 30 days, 11 age 9 Provided, however, in the event that �fny provisirrrr of this h rrfactrr�trt� 4(d) is c,ontmry to ally ai:rtalir-ibje law, such provision shrall be of no fot(> of, ettec.t and Iv) the dis("'Ovefy by Landlord that ;my firr,rmJal statement t Mei to Landlord by cullet, stray issitlne, cat l'enaant, any sobtenaant of teAriant, allay successor in inter0st of Tenant of any gm.)rrantor of Tenant's obligation hereunder, and any of thein was rnaterially false. 34.1 Remedies, in the: event of any such material default or breach by Tenant, Landlord naay at ally time thereafter with or without notice or demand arra without limifing Landlord in the exercise of any right or remedy which Landlord may have by reason of such default or breach: (a) Terminate Tenant's right to possession of the Prernises by any lawful rne,ans, in which case this Lease shalt terminate and Tenant shall immediately surrender possession of the Premises to Landlord_ In such event Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant's default including, but not limited to, the cost of recovehrag possession of the Premises, expenses of re -letting including necessary renovation and alteration of the Premises, reasonable attorney's, fees and any real estate commission actually paid_ the worth at the tirne of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the balance of the terru after- the tirne of suet) award exceeds the amount of such rental loss for the same period that Tomant Proves could no reasonably avoided: that portion of the lease c:onarnission paid by Landlord applicable to the unexpired tears of this Lease. O Maintain Tenant's right to possession in which case this lease shalt continue in etfect whether or not Tenant shall have abandoned the Premises. In such event Landlord shall be entitled to enforce all of the Landlord's rights and remedies under this Lease, inrludincd the right to recover the refit as it becomes due hereunder. (c) Pursue any other remedy flow or hereafter available to Landlord under the; laws or judicial decisions of the state wherein the Premises are located, Unpaid installments of rent ,and ether unpaid rrtonetary obligations of "fenant under the terrras of this Lease shall hear interest from the date due at the maximum) rate then allowable by law. 34.2 Default by Landlord, Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time haat in no event later If thirty (30) days after written notice by Tenant to Landlord specifying wherein Landlord has failed to perforin such obligation; provided, however, that if the nature of the Landlord's obligation is such that more than thirty (30) days are required for performance then Landlord shall not be in default if Landlord cornmences performance within such 30 - day period and thereafter diligently prosecutes the srarne to completion. 34.3 Late Charges. Tenant hereby acknowledges that late payrnont by Tenant to Landlord or rant and other sums due hereunder will cause Landlord to incur coasts not contemplated by this lease, the exact amount of which will be extremely difficult to ascertaiw much costs include by arc riot limited to, processing and accounting charges and late charges which may be imposed on Landlord by the terms of any mortgage or trust deed covering the Premises, Accordingly if any installment of rent or any other sura due from Tenant shall not be received by Landlord or landlord's designee within five: (5) days after the tenant's receipt of the written notice described in paragraph 34.1(b) above, then, in such event, Tenant shall pay to Landlord a late charge equivalent to Ten (10%) percent of such overdue amount. Tho parlios hereby agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by Tenant. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant's default with respect to such overdue amount nor prevent Landlord from exercising any of the zither rights and remedies granted hereunder. 35. Wherever Tenant roust first obtain the, Landlor'd's consent prion to undertakinct or perfOrfoing arty action pursuant to the tenns of this Lease, Landlord hereby agrees that it shall net unreasonably withhold its consr.xnt t#g srrclr Proposed action and furtlt;::rrrlore tlt; ESE, iRSOt AL GUARAa 'I Y ONE YEAR ROLLING € UARANTY STATE OF FLORIDA The undersigned for in consideration of ton dollars flue ether good and valuable consideration, the receipt and sufficiency of whish is hereby acknowledged agrees to personally and unconditionally guaranty .all obligations pursuant to that certain Lease Agreement between COSTA CENTER, , LL , a Florida Limited Liability Coinpany (Landlord") and Divine N Corp., a Florida Corporation d/b/a That's Amoro AND NATALIA RAM PADARLIL,qttindividtrat (` ic.rarar€Y' vas' follows, 1. The undersigned jointly and severally, dew herc-kap guarantee to the LANDLORD ;and to any mortgagee holding a mortgage upon the interest of LANDLORD in the leased F iemises, the due and punctual payment of all rent payable cinder said Lease, and each and every installment thereof, as well as the full and prompt and complete performance by the .TEN/,,ANT of all and singular the covenants, conditions and provisions in said Lease contained on the Ewart of the T NANT' therein to be. kept observed arid performed, for the Lease Terraa of said Lease, as permitted by the Lease with no less force and effect than if the undersigned were narned as the "TENAN`f in said Lease, and the undersigned jointly arid severally will forthwith ora demand pay all anaorrrats at any time in arrears, and will mako good ally and all defaults occurring under said Lease. Z `This guaranty shall tae absolute and continuing. The LANDLORD shalt not be required to take any proceedings against the TENANT, or give notice to the undersigned before the LANDLORD has the right to demand payment or performance by the undersigned upon default by the TENANT, "Phis Guaranty and the liability of the undersigned hereunder shall in no way be impaired or affected by any assignment which may be made of said Lease, or any subletting there under, or by any extension(s) of the payment of any rental or any othor sums provided to be paid by TENANT, or by any forbearance or delay in enforcing any of the terms, conditions, covenants or provisions of said Lease or any anaendinent, modification or revision of said Lease. 3, No action or proceeding brought or instituted under this Guaranty against the undersigned, arid no recovery had in pursuance theroof shall be any bar or defense to any further action or proceeding which naay be brought under, this guaranty by reason of any further default or defaults of TENANT. The undersigned hereby waive trial by jury in connection with any proceedings brought in connection with the Lease and/or this guaranty, 4The liability of the undersigned shall not be deemed to be waived, releaseri, discharged, impaired or affected by reason of the release or discharges of the 11NANT in any creditors, receivership, bankruptcy (including Chapter 7 or Chapter 11 bankruptcy proceedings or other reorganization proceedings) or other proceedings, or the rejection or disaffirmance of the Lease in any proceedings. I . There shall be no modification of the provisions of this guaranty unless the same is in writing and signed by the undersigned and the LANDLORD f, All of the terms, agreements and conditions of this guaranty shall be joint arid several, and shall extend to and be binding upon the undersigned, their heirs, executors, administrators, and assigns, and shall inure to the benefit of the LANDI ORD, its successors and assigns, and to ally future owner of the fee of the Premises referred to in the Lease, and to any mortgagee of the fee interest of the LANDLORD in the Leased 1'rernises, Pagel 12 €3. In ',,addition, as i"t of Me fziE<mm y pili Fl -81' (Vivi-inure 1-10wes and all (tiE.iiptumN :eta ool ;n,d outtiool ern f?re>rrii. {., sftall ;�,t4,y n ud;ftmd ho f reas3lz_arcl W ;d the [t,t he pagan il,. 9 H trwimd fum nuww dof<:rrai ml on Ow We and has prricj tont eaff lime seta per leaso' The kridlorci shalt We the qu arranty at the end of Vw Old ymr of Uve rnWal term of the lease. IN j N SS VtR OGIRI 01' tlrc imcf sIgimcl has hereunto set Its sicift aturca and seal on tho dray €af . .._ �. .��� — ��. 20,1-1, as Gwarantor, for the pui poses expressed herein and agE c c, to bc: l: odrid by the fctr n)s hereofv Sign, and delivered in tire presence of: Witnesses iia .... `.� .. Print N aruer' Print Neinlc=. f:...t�W� €3y-. _. l"N Nanta ,_ ..> f kNa Lieerrse #: SIXTH* tj�- Ss C;0iIN11' 0i Cert this day of F ' 20 � U for, Me tfre Undo r Sign0d, ra NOt�ary f- Ublic in and for said County and urate, faer sc�na({y �a're�ato t t�. �C ��� �` � . _._, fac�rsrx�tally known to urea {or proved to rtrU cart the basis of sativf�.rc;tcry r vid"I) tea lac tar � frerson whose name IS : uttscribod to the within instrument. _�a�., ��',���t � � t •.. .�_„���� a ,�.,� t%tli�1 NE S` my hand and official soil. SignatUre LlF Not�.ary I'Lttalrc, ift pan fbir said C arty ar'f<i o atf' IAy C;omniission expires !'f ge 113 DIanG CiOnnlOz NOTARY PUBLIC S-rA E dare FLORIDA Cmc 0GO3 3E3r �' xptr°as 1013/2020 EXHIBIT "B" FFE SR.IZINITION'i iV OEPARe3EA.,2' PREM6`iE S The iemise(s) are l is trait GU -9. Page I H EXHIBIT "C" LANDLORD'S AND TENANT'S WORK I_andlor d will perform the following: 1, Landlord shall deliver the premises with the following improvements no later than an estimated Two (2) months after the date of signing of this contract: e? . ca, four the concrete floor b. Guild 2 ADA compliant bathrooms in a location mutually acceptable to Landlord and Lessee (according to floor plan), c. Install HVAC system sufficient for premises size, max `10 tons IIVAC; d. install dry wall/demising wall & lighting according to floor plan. e. Install electrical panel and all cle(,trical to code, nein 200 AMP including three lilies of 320 Arms. f. Gut out hole in roof for the good ventilation system as per tine floor plan. g� Landlord to install fire sprinklers and ceiling grid with standard ceiling tiles as per fluor purr. h. Landlord will paint unit white. I. Landlord agrees to pay the Tenant's architt,ct $3,500 upon signing of this contract in order to ~tart the process to prepare the permit application for Architectural, Life Safety, Mechanical (F1VAG), Cl ectric,al and Plumbing permits- landlord at his own expense will apply for Al recjuirrd permits and I e=nant will oto his part of they work under the sante, permit. If the Landlord does not complete his work within the 2 nstimated months from period since the date of signing this lease, there the Gornmemcoment day of this leas: agreement will be postponed accordingly, Tenant shall be responsible to complete tenant's finishes so it may open for business. In addition, Tenant agrees to prepare (at its own cost and expense) the following I,The Permit Doouraaents including a, Tenant shall pay the Tenant's architect anything over Land lord's contribution of $3,500,00 for Architectural, Life Safety, M( -,,chat (HVAC), Electrical and Plumbing to nieot Code, b,'tenant shall be, responsible for all flooring and base:, in addition to all painting, c. Te want will be responsible for grease tr`<�p including pc witting, d. Tenant will be responsible for Ventilation system for Pizza Oven including permitting. Thereafter after the cornpletion of Landlords Work, Jortant accepts the Premises AS -IS and assumes all other interior construction and modifications to the Premises at Tenant's expense and burdens all risks of delays in said construction and/or modification process, including but riot limite=d to impact fees, governmental perrrait processing etc._. P:tpc ( 1 DfakFloor Plan: �r Pouc| }6 ^ I CRA BOARD MEETING OF: October 10, 2017 CONSENT AGENDA AGENDA ITEM: VIII.H. SUBJECT: Approval of Divine N Corp, d/b/a That's Amore for Commercial Facade Improvement Grant P rog ram SUMMARY: The Commercial Facade Improvement Grant Program provides assistance to facilitate the exterior improvement of existing commercial properties within the Boynton Beach Community Redevelopment Agency District. The CRA has received a completed grant application from Divine N Corp, d/b/a That's Amore located in Casa Costa at 400 N. Federal Highway, CU9, Boynton Beach, FL 33435. That's Amore is bringing an authentic Italian experience to the CRA District using a combination of authentic Italian food with Italy -inspired events and activities. The restaurant will feature a brick oven handmade and shipped from Naples, Italy. Besides the Italian cuisine, patrons have a chance to experience Italian culture and lifestyle through numerous activities and events such as Italian Conversation, cooking classes and monthly regional Italian dinners. The Commercial Facade Improvement Grant Program provides a 50% reimbursement of the applicant's expenditures for the eligible improvements up to a maximum grant total of $25,000. If approved, the applicant is entitled to $1,700 in reimbursable funds for signage based on the quotes provided (See Attachment IV). Funds are reimbursed once the proper documentation is submitted to C RA staff for review and approval. FISCAL IMPACT: $1,700 — Project Fund, line item 02-58400-444 CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approve the Commercial Facade Improvement Grant not to exceed $1,700 to Divine N Corp, d/b/a That's Amore, located at 400 N. Federal Highway, CU9, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I - Rent Application D Attachment II - PAPA Map Attachment III - Lease D Attachment IV - Quotes for Signage BOYNTON BEACH • • • 1W461(1111-1161 1 1 • ,III ID, • . Program Rules and Regulations The Commercial Rent Reimbursement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "CRA") District. The program is designed to provide financial assistant to new and existing businesses in the form of rent reimbursement intended to help businesses during the critical first year of operation. The CRA reserves the right to approve or deny any Commercial Rent Reimbursement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the CRA District. The receipt of past payments is not a guarantee of future payments. For purposes of this application, the term "new business" means a company in operation for less than six months or relocating to Boynton Beach. The term "existing business" means a company that has been in operation within the CRA District for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The Boynton Beach CRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be subject to production by the CRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. m Initials Page 1 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com Incentive Funding The Commercial Rent Reimbursement Grant Program offers financial assistance in the form of a reimbursable grant in the form of a quarterly rent reimbursement. The time period of eligibility for assistance is up to six months from the issuance of the City of Boynton Beach Business Tax Receipt. Rent Reimbursements will not be paid until all construction has ended, City and County licenses are obtained and the business is open for operation. The CRA will issue reimbursement on a quarterly basis directly to the applicant for the monthly rent payment made to the landlord upon receipt and verification that the payment has been cleared by the bank. The responsibility for all rental payments is between the contracted parties to the lease, as such the tenant and the landlord. As grantor the CRA neither bears nor accepts any responsibility for payment of rent at any time, nor penalties incurred for the late arrival of payments by any party. Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Must be located within the CRA District (see attached map). • Must provide proof that the business is properly licensed by all necessary levels of government and professional associations or agencies (copies of city and county licenses or receipts that the licenses have been applied for). • Non-profit and residentially zoned properties are NOT eligible. • An existing business must expand to occupy more than 50% of its current square footage size. Verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the CRA Board if the tenant is losing their current space due to redevelopment of the site. • The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, within the sole discretion of the CRA, as an eligibility Page 2 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com requirement for funding. A copy of the consumer report will be provided to the applicant upon request. Applicants must have an Experian credit score of 601 or higher to be eligible. If one or more business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • Applicant must have an executed multi-year lease (two year minimum). • The Commercial Rent Reimbursement Grant Program may only be used one time by any one specific business entity or business owner. • Grantees shall allow the CRA the rights and use of photos and project application materials. Ineligible Businesses The following businesses are considered ineligible for assistance under the Commercial Rent Reimbursement Grant Program: • Firearm Sales • Religious Affiliated Retail Stores • Non Profits • Check Cashing Stores • Adult Entertainment • Adult Arcades • Kava Tea Bars • Alcohol and/or Drug Rehabilitation Centers/Housing • Medical Research Centers/Housing • Massage/Personal Services • Convenience Store • Churches • Fitness Centers over 4,500 sq.ft. • Take -Out Foods • Liquor Stores • Vapor Cigarette, E Cigarette Stores • Pawn Shops • Tattoo Shops/Body Piercing/Body Art Shops • Any other use that the CRA staff or CRA Board have determined not to support the redevelopment of the CRA District Grant Terms and Conditions This grant is divided into two tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. Grant funding amounts will be based on the applicant's project budget specified at the time of CRA Board approval. Initial st�.� Page 3 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com Tier One Business (Full -Service Restaurants Only) Tier One Businesses are eligible for reimbursement of 50% of the applicant's project budget as submitted at the time of CRA Board approval up to a maximum amount of $45,000 in grant funding. Only full service restaurants with a minimum total seating capacity of 50 seats are eligible to be in Tier One. The restaurant must have hours conducive for the development of the downtown serving at least lunch and dinner. Proof of seating capacity shall be confirmed by a copy of the City of Boynton Beach Local Business Tax Receipt. Tier Two Business Tier Two Businesses are eligible for reimbursement of 50% of the applicant's project budget as submitted at the time of CRA Board approval up to a maximum amount of $25,000 in grant funding. Tier Two Businesses must be one of the following types of businesses: • Restaurants with total seating capacity under 50 • Gourmet Food Market • Bed and Breakfast • Marketing Offices • Law Offices Fitness Center less than 4,500 sq.ft (no more than 2 approvals per fiscal year) • Specialty Businesses — stationary, gifts, sporting goods • Clothing Boutique — clothing, shoes & accessories • Bakery • Medical Offices • Accounting Offices • Real Estate Offices • Insurance Offices • Florist (no more than 2 approvals per fiscal year) • Hair/Nail Salons (no more than 2 approvals per fiscal year) • Home Decor/Design — home furnishings, art galleries, kitchen wares Initials /"Z.— Page 4 of 13 �( Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 – Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on lease. The commercial lease must define the landlord -tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; • Ability to terminate; and, • Consequences of default on the lease. Subletting of the property by grant recipient is prohibited. Violation will constitute repayment of CRA grant funding. The CRA considers the following to be subletting: Any business entity in which the A) grant recipient is not listed as the registered agent, owner, officer or director of said business; B) lists its place of business as the leased premises of the grant recipient, or C) has obtained a business tax license from the City of Boynton Beach for the grant recipients' leased premises or any part thereof. Proposed leases must be executed within 30 days of CRA Board approval or the grant award is terminated. Application Process Applications can be obtained from the CRA office located at 710 North Federal Highway, Boynton Beach, FL 33435 or downloaded from www.catchboynton.com. All applicants are required to meet with CRA staff in order to determine eligibility before submitted an application. Funding requests will not be considered until all required documentation is submitted to the CRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the CRA Board. Initials Page 5 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com Applicants must submit an original, "hard copy" application with all materials to the CRA for review and approval by the CRA Board. Applicants will be considered on a first- come, first served basis. Application packets must include the following documentation: 1. A non-refundable fee of $100 is required to obtain a consumer credit report on the business and principal/owners of business. Make check payable to: Boynton Beach CRA. 2. Resume for each principal/owner of the business. 3. Copy of the corporate documents for the applying business entity. 4. Copy of City and County Business Licenses (Business Tax Receipt). 5. Copy of executed multi-year commercial lease 8greement. 6. Two years of corporate tax returns (for existing businesses only). 7. Two years of personal tax returns for the principal/owners of a new business. 8. List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 9. If an existing business must expand to occupy more than 50% of its current square footage size. Verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the CRA Board if the tenant is losing their current space due to redevelopment of the site. 10. Completed and signed application (attached). 11. Authorization to perform credit check for the business and each principal/owner of the business (attached). 12.W9 Form (attached). Approval of Funding Request All required documentation must be submitted no later than noon on the first Tuesday of the month. CRA staff will review the application to verify that the project is eligible for reimbursement. If it meets these requirements, CRA staff will present the funding request to the CRA Board for review and approval. The CRA Board meets on the second Tuesday of each month. The schedule for CRA Board meetings can be obtained at www.catchboynton.com. Applicants will be notified of the date and time that their applications will be considered by the CRA Board. N Initials__WC- - Page 6 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com The CRA recommends that applicants attend the CRA Board meeting during which the Board will consider their applications in order to answer any questions the CRA Board may have regarding their applications. CRA staff will notify the applicant of the CRA Board's approval or denial in writing. Proposed leases must be executed within 30 days of CRA Board approval or the grant award is terminated. Site Visits CRA may conduct a site visit prior to transmitting the application to the CRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during and after the project in order to determine and ensure compliance with the terms of the grant agreement. Procedures for Reimbursement Quarterly rent reimbursement payments will be provided to the grant recipient beginning the first month the business is open for operation subsequent to CRA Board approval. A maximum of 12 consecutive monthly rent payments will be reimbursed to the approved applicant. Each report shall be made within 10 days of the start of the next applicable quarter beginning on January 1St, April 1St, July 1St and October 1St following the initial Reimbursement Request. In order to receive quarterly rent reimbursement the grant applicant must submit the following: 1. Written request for reimbursement. 2. Proof of rent payments (i.e., copies of the front and back of cancelled checks for that quarter's reimbursement or proof of direct deposit). If applicant does not submit its quarterly reimbursement request within 30 days following the end of the quarter in which applicant is requesting reimbursement, applicant forfeits that quarter's reimbursement. Initials ' ' Page 7 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com Discontinuation of Payment The receipt of past payments is no guarantee of future payments. The CRA retains the right to discontinue rent reimbursement payments at any time according to its sole and absolute discretion. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the project. Nor shall issuance of a grant result in any obligation on the part of the CRA to any third party. The CRA is not required to verify that entities that have contracted with the applicant have been paid in full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which the applicant is directly responsible is sufficient assurance for the CRA to award grant funding. Initials Page 8 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable): nlBuei s Address: � 611, 1 1, � I /� � - . ", " t(� / /-Z - - V \/ Business Phone Number: 3c'� S Fax: Website: Existing Business: Yes. No Number of years in existence: Time atCurrent Location: New Business to Boynton Beach: Yes No________ Doyou have anexecuted lease agreement: Yes No �� If so, monthly base rent: /~ s� New Business Address: Square footage Ofcurrent location: Sou@F8 footage of new location: Type of Number of Employees: Hours of Operation: A�e Page 9uf13 Rent Reimbursement 710 North Fede/a| Highway, Boynton Beach, FL3343S—Phone: /561\737'3256 Fax: (561)7l7 '3258 vvvvvv.natchboyntonzonn . ~. BOYNTON1511 BEACH APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable): nlBuei s Address: � 611, 1 1, � I /� � - . ", " t(� / /-Z - - V \/ Business Phone Number: 3c'� S Fax: Website: Existing Business: Yes. No Number of years in existence: Time atCurrent Location: New Business to Boynton Beach: Yes No________ Doyou have anexecuted lease agreement: Yes No �� If so, monthly base rent: /~ s� New Business Address: Square footage Ofcurrent location: Sou@F8 footage of new location: Type of Number of Employees: Hours of Operation: A�e Page 9uf13 Rent Reimbursement 710 North Fede/a| Highway, Boynton Beach, FL3343S—Phone: /561\737'3256 Fax: (561)7l7 '3258 vvvvvv.natchboyntonzonn PRINCIPAL/OWNER INFORMATION: (If more than 4principals/owners additional sheets may baused) 1 Principal/Owner Name: Date of Birth: Email:, Residential Address: Cell Phone Number: 3ZI 2. PhnoipaK{]wnerName: Date ofBirth: Residential Address: _______ Cell Phone Number: � l 3. PhncipoKOxvnerNanle: ` Date of Birth: Email: Residential Address: 4. Cell Phone Number: PhncjpaKOvvnarNeme: Date of Birth: Residential Address: Cell Phone Number: Email: Page 10of13 Rent Reimbursement 7l0North Federal Highway, Boynton Beach, FL3343S—Phone: (S61)737-3Z56Fax: (S61)737']2S8 vvvvvxzatchboyn1on.cono BOYNTON pwi. PRINCIPAL/OWNER INFORMATION: (If more than 4principals/owners additional sheets may baused) 1 Principal/Owner Name: Date of Birth: Email:, Residential Address: Cell Phone Number: 3ZI 2. PhnoipaK{]wnerName: Date ofBirth: Residential Address: _______ Cell Phone Number: � l 3. PhncipoKOxvnerNanle: ` Date of Birth: Email: Residential Address: 4. Cell Phone Number: PhncjpaKOvvnarNeme: Date of Birth: Residential Address: Cell Phone Number: Email: Page 10of13 Rent Reimbursement 7l0North Federal Highway, Boynton Beach, FL3343S—Phone: (S61)737-3Z56Fax: (S61)737']2S8 vvvvvxzatchboyn1on.cono Are you applying for grant assistant under any other program offered by the CRA? (Tier One Businesses Only): Yes No If yes, what additional programs are you applying t a` Jc Z, s ° y%r /f f, r.'a fir; 1. for: _.'if..'rc.jt, �'�, e Are you receiving grant assistance under any other governmental agencies: Yes _ No If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: 4, Landlord's Mailing Address: Landlord's Phone Number: /5._ f f5 1(� CERTIFICATION AND WAIVER OF PRIVACY: I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant Program Rules and Requirements. I understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Agency Bo �I. Initials Page 11 of 13 V Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com f f BOYNTON BEACH' Are you applying for grant assistant under any other program offered by the CRA? (Tier One Businesses Only): Yes No If yes, what additional programs are you applying t a` Jc Z, s ° y%r /f f, r.'a fir; 1. for: _.'if..'rc.jt, �'�, e Are you receiving grant assistance under any other governmental agencies: Yes _ No If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: 4, Landlord's Mailing Address: Landlord's Phone Number: /5._ f f5 1(� CERTIFICATION AND WAIVER OF PRIVACY: I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant Program Rules and Requirements. I understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Agency Bo �I. Initials Page 11 of 13 V Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com BOYNTON 2 I understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Plan, and that the Boynton Beach Community Redevelopment Agency may decline my application for any legal reason, including the reason that granting the award will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency may, at its sole discretion, discontinue subsidy payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer benefiting the furtherance of the Boynton Beach Community Redevelopment Plan. I hereby waive my rights under the privacy and confidentiality provision act, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the Boynton Beach Community Redevelopment Agency to run a credit report as part of this application, and understand that inforrpation in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the Boynton Beach Community Redevelopment Agency or its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. 1111'L 1011, It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. Initials,/7 Page 12 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com 1 2. 3. 4 3 F1 K,""P1111111i BUYN I UN ?�BEACH4 11 e to iizi c�C'�3 APPLICANT INFORMATION Pri c al/ ner' ic�patur to Printed Name Title Principal/Owner's Signature Date Printed Name Title Principal/Owner's Signature Date Printed Name Title Principal/Owner's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures - Multiple notary pages may be used if signing individually STATE OF _ (j COUNTY OF BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared L!01bU who is/are personally known to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this day of- 0 f TA BL ommission Expires: Bonne Nick(ic n lw�ys NOTARYPUBLIC STATE OF FLORICA Page 13 of 13 Comm# 08394Rent Reimbursement 1� Expires 5/25/202+ 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com SUBMISSION OF AN APPucA-nON IS NOT A GUARANTEE OF FUNDING It is ft responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's RulestReouirements and Application. Landlord's Signature Date Printed Name Titles STATE OF i IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this day of _ . 20,1 NOTARY PUBLIC My Commission Expo: page 11 of 11 710 N. Fedad Highway Boyntm BwAG FL 33435 Pbana 561-737-3256 Fax $61-737-3258 10/3/2017 PAPA Maps http://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434522470120411 # 1 /1 (.,ommercial Lcasc THIS COMM F I Wl At, L EAS L ("Loase"), made and entered il Ito as of this '?'day of July, 2017, by and between COSTA CENTER, LLC, a Florida limited liability company ('Tandlord") and Divine N Corp., a Flonda Corporation d1b/a That's Amore ("Tenant") TI IE Landlord, for and in considotation of the rant heroin reserved to be paid by the Tenant, and in consideration of the covenants and provisions to be kept and performed by the Tenant, does hereby 1.03Se onto Tenant, and said Tenant (ions horeby hire and take as Tenant under the Landlord the property located at 400 North Federal Highway Unit CU -9, H ' oynton Roach, Florida 33435, consisting of approximately 1,,4QO square feet more or less of unit space (the "'Premises"), t0909161 with all improvements thercin and thereon belonging or pertaining to file lionises, including all rights, privileges, casements and appurtenances belonging or poitaining thereto 10 HAVE AND TO HOLD said Pfemiscs, together with file lights and appurtenances onto the Tenant, subject to the following conditions and covenants: WITNESSETH. TERM The Tenant is to have and to field tile Premises for a term of THREE (3) YEARS from the day landlord completes his work as described In Exhibit C (the "Cominoncernent Date")(the'Term"), 0 tion to Renew. Tenant shall have One (1) option to renew the lease for Three (3) years at MARKET RENT not to exceed $19,00 per sqft with all terms and conditions to remain the same In this lease, RENT: Tenant he Landlord, the suns of One Thousand Nine Hum and 331100 D oil r ( T- a ($1,983.33) or rent duo hereunder plus the currently applicable Florida State Sales ax of _kFE�a 7.u,-, Installments of Ron( shall be due on or before (tie first day of each and every calendar month of the Lease Term, The Rent shall be payable to Landlord's office or elsewhere as designated from time to time by written notice to Tenant. A. 99NJ�MMECEMENT. The commencement day starts oil the day when the landlord completes his work as described In Exhibit C (the ,Commencement Date"), in case the Landlord does not completo Its his work in due time, the Commencement Date day will be postponed by the same nurnbor of days required for Landlord to complete Its his work. The tenant shall receive a rent concession of Ninety (90) days upon the completion of landlord's work as referenced In Exhibit "C", i. Each twelve (12) month period commencing on the 'Commencement Date" or any anniversary thereof Is referred to in this Lease as a "Lease Term"; provided that, if the Commencement Date is other than the first day of a calendar month, then the first Lease Year shall E Page include sash parli;al ritonth togetherwill) the flet Succeeding nacho ('12) rnonths, and emc.h succeeding Lease year shalt begin on the first day of the: calendar (month that corresponds to tiles month following the Corrnmencernent Date. For the tint Lease Year, the amount of Wise Mont shall be as provided in the "gent', section of this Lease. At the beginning of the second Lease ase: Year and each Lease Year thereafter during the tenon of this Lease and each extension option term, if any, the arnount of Base Rent shall be increased and such increased amount shall then be the Base Gent for that Lease Year. The Base shall increase the greater of Ihhree 8.0ye percent or the percentage increase Inn the U.S, Consumer Price Index (CPI) over the twelve months immediately preceding the above-mentioned anniversary (late, expressed to the nearest who percent. The index for this calculation will be the U.S_ Consumer Price Index — All Urban Consumers (1082-84=100), or any successor, index, as found in the Monthly Labor hg.view U.S. Detjttaernt of Labor, FiureatLc�f Lahnr tettistics. ii. The Tenant furthermore agrees to pay any increase in said Florida State Sales Tax throughout the tern of this Lease payable to the Landlord in advance, during each and every month of the Leash Terra, IT IS FURTHER AGREED AND COVENANTED BY AND BETWEEN THE PARTIES HERETO M. FOLLOWS: I 1. Tenant, concurrently with the execution} of this Lease, has deposited with Landlord the sum of Four Thousand One Hundred Fine and 50/100 Dollars ($4,105,50); the receipt of which is hereby acknowledged t Lan eposit"); which includes Tyra Thousand One Hundred Twenty Tanga and '17/100 Dollars (21f ,22,1%} 'ncluding Scales Tax for file fiat month Of rent due hereunder, the remainder of the post One Thousand Gine hundred i ht Three leastf10t} DaEEars 61,983.3J3 shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the temas and covenants of this Lease. It is agreed that Landlord, at Landlord's, option, may at any time apply said surer or any part thereof toward the payment of the rents and all other suors payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any (amounts that such sum shall be insufficient to flay; that: Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but: nothing herein contained shall require or be deerned to require Landlord so to do; that, in the event this deposit shall not be utilized for any such purposes, then such deposit shall be returned by Landlord to Tenant fifteen days next (after the expiration of the terga of this Lease. Landlord shall not be required to pay Tenant any interest on said security deposit Landlord shall not be re(tuired to maintain the security deposit in a segregated account and no trust relationship is created with respect to the security deposit. 2. Tenant shall not assign, transfer, mortgage, pledge, sublet, or otherwise encurnbor or dispose of this Lease or the Terris or any portion of the Term remaining, or permit the Premises to be occupied by other persons, without obtaining the prior written consent of Landlord, If this Lease be assigned, or if the demised Premises or any Evart thereof be sublet or underlet or occupied by anybody other than the Tenant, the Landlord may, after default by the Tenant, collect rent frorna the assignee, sub lessee, under tenant, or occupant and apply the net amount collected to the rent herein reserved but no such collection shall bc; deerned a waiver of this covenant, or the acceptance of the assignee, undertenant, or occupant as Tennant or a release of the Tenant from the furttner observance and performance by the Tenant of the covenants contained herein. Page 12 EXAMINATION OF PREMISES :3. tenant has been in possc% cion of the Preto se,s and is familiar witty the condition thereof and acknowledges that it is willing toaccept the Premises as they exist on tho date hereof, subject to all the improvements; completed by the Landlord as described in Exhibit C. Landlord makes no representations or warranties with respect to the condition of the Promises hereof subject to all the improvements completed by the Landlord as described in Exhibit C. POSSESSION OF PREMISES 4. Landlord shall be entilled to cause Tenant to relocate front tfae Premises to another space within the Project at any time, upon not less than ninety (90) days' writtc:,n notice to Tenant. Upon su€h relocation, such new space shall to deemed the Premises and the pricer space originally demised shall in all respects be released from tial, effect of this Lease, If Landlord elects to relocate Tenant as above described, (i) the now space shall contain approximately the same as, or greater usable area than the original space, (ii) Landlord shall improve the new space, at Landlord's solo cost, to at least the standards of the original space at ttae time of relocation, and (iii) Landlord shall pay the reasonable costs of moving Tenant's trade fixtures and furnishings from they original space to the new space. Landlord shall not be liable for any further indirect or spacial expenses of Tenant resulting frons the relocation, including but not limited to, lost profit and losses due to business interruption. All other teams of this tease shall apply to the new space as the Premises Landlord reserves the right at any time to relocate the various buildings, automobile parking areas, and Cather corntnon areas shown on said site plan, and to relocate Tenant herein to comparable space, with the exception that it) the event Tenant is unsatisfied with Landlord's, plats of relocation, Tenant shall have the right to terminate this lease with thirty (30) stays prior written notice to Landlord, WA 5� The Premises shall be used by Tenant for Pizzeria RestaurantSit clown Take out and PgljyqfyJ and for no other purpose, and Wither, Tenant agrees to use tlae entire Premises as hereinabove provided, ALTERATIONS d. (a) Tortant will make no alterations, additions or improvements in or to the Premises without written consent of Landlord except as described and agreed in Exhibit ; and all Tenant improvements upon the Premises and any replacements thereof, including all air conditioning systems, additions, fixtures, or irrsprovernents shall be and remain part of the Premises at the: expiration of this Lease. At the end of the lease and should tenant decide not to exercise their option to renew the lease, Tenant shall be authorized to remove all of Tenant's furniture, equipment, pizza Oven and refrigeration and all personal property. (b) In the event Landlord consents to the croaking of any alterations, additions or improvorrtoots to the Premises by Tenant, the same shall be rnade by Tenant at Tenant's sole cost and expense by licensed and bonded contractors, (c) Tenant shall, at its expense, before corrin-aencing any alterations, additions, installations or Improvements obtain all permits, approvals and certificates required by any governmental or quasi - governmental bodies and (upon completion) certificates of finaai approval thereof and shall deliver promptly duplicates of all such permits, approvals and cerlificates to Landlord. Tenant agrees to carry and will cause Tenant's contractors and sub -contractors to carry such workman's compensation, general liability, personal and property danaacfe insurance; as Landlord requires in Section 9.b under Regulations and Insurance. Paye:. 1 3 1. Landlord agrees to keep the oxtorirar of ,,:ilei Building 0I)GInding the. landscaping and driveway) and roof in good repair, but Tenant shat] given to Landlord fourteen (14) days notice of needed repairs to the exterior tart of the building sand Landlord stall have, a reasonable time thereafter to stake therm. However, if any part of the exterior or the interior of the PrentiseS is injured or daraged by any breaking and/or entering said Premises, or, by any attempt to break and/or enter staid Premises, by any thirst person or persons, 'tenant agrees to promptly cause all necessary repairs to be made at Tenant', expense so as to promptly restore said Premises to its condition inxne~diately prior to said breaking and/or entering or, said attempt to break and/or enter, The Toriant further agrees, in the event additional sanitary facilities are required because of tits, nature of the operation conducted by the Tenant; it shall he the Tenant's obligation to supply ,rich additional facilities at his ower expense, INTERIOR 8. Tenant agrees to keep the interior of said Premises including all windows, screens, awnings, doors, including the overhead truck loading doors, interior walls, pipes, machinery, plumbing, electric wining, fire sprinkler system and other fixtures and interior appurtenancOS, in good rand Substantial repair grad clean condition at Tenant's oven expense - tire, windstorm, or othew act of Cod, atone excepted. All glass boat interior and exterior is at the sole risk of Tenant and Tenant agrees to replace at Tenant's oven expense, any glass broken during the term of this Lease, It is hereby understood rand agreed that in the event that there is an air conditioning unit (or units) in the eternise Premises, the Tenant shall maintain the same during the terra of this Lease and shall return saki un€t (or units) to the Landlord at the termination of this Lease in good working order, reasonable wear and tear accepted. After AC installation the landlord will provide Tenant with AC standard warranty. If the devised PrerfliSeS be or become infested with vermin, Tenant shall, at its expense, cause the Same to be exterminated. REGULATIONS AND INSURANCE g. (a) Tenant shall comply with all Statute,, ordinances, rules, orders, regulations anti requirements of all federal, state and municipal authorities, anti of any and all their departments and bureaus, applicable to said Premises for the correction, prevention, and abatement of nuisances or other grievances, in , upon, or connected with said Prenmises, during said terns, and shall also promptly comply with and execute all rules, orders, and regulations of the Southern Underwriters Association for the prevention of fires, at Tenant's own cost and expense, (b) inuring the Terra of the Lease, Tr:nant agrees to maintain a policy of cornmercial general liability insurance (or broad form comprehensive general liability insurance) Pra the amount of $1,000,000,00 pr occurrence, insuring Tenant against liability for bodily Injury, properly damage (including loss of use of property), and personal injury arising out of the operation, use or occupancy of the Prernise;s and tanning Landforci as additional Insured and indicating that Landlord will receive `til stays written notice in the event of a cancollation of coverage or change, in Coverage_ The liability insurance obtained by Tenant shall be primary and non- contributing and shall insure Landlord against Tenant's performance under this Lease. Proof of such coverage in the form of a Certificate of Coverage shall be sent to Landlord within 15 days of Tenant's occupancy of fhtl donai,ed Premises. Tenant, at its own expense may obtain insurance for Tenant's personal property, fixtures, equipment or any €rmiprovenlents made to the Premises. (c) Tenant will comply with all requirements of in insurance company insuring the Premises which requirements relate to the condition or rise of the Premises, equipment, installations therein, operating procedures or, the health or, safety of the Tenant, its employees, invitees, customers, agents or contractors, at his oven expense. (d) If Tenant ;s alteration, use or occupancy of the Premises violate, as law, regulation or inSuraraCe requirement, lie; will pay to make any chancres nodded to comply including structural alterations. i'ae3 14 (e) ra>mant will not e10 ar€ythingf to jeoporalize lho owner's irasurmice c'nVeratcle, (,waato rm additional € isk, or t .aw5v an ine,rease ill his insurance pa"Inium"'. (f) Such h insurance polic"y shall provide that the insurer "-'hall relit c"A anal x;mAl policy unless i€ sur€:r shall delivernotice to Landlord of srich cancellation no later than 30 days prior to the date of ;Mach cancellation, ABANDONMENT M It Tennant shall abandon or vacate said Promises before the end of the terra of this Lease, or shall suffer the rent to be in arrears, Landlord may, at his option, cancel this I -else, in the manner stated if) paragraph 34 hereof, or Landlord may enter said Premises as the agent of the Tenant, by force or otherwise, without being liable; in any way therefor, and relet the Premises with or without any furniture or equipment that may be therein, as the agent of J'enant, at such price and upon such terms and for such duration of fine as Landlord may determine, and receive the rent therefor, applying the sane to the payment of the rent dile by these presents, and if the full rental herein provided shall not be realized by Landlord over and above fit(,, expenses to Landlord in such reletfing, Tenant shall pay any deficiency. ATTORNEY'S PEES 11. ^reliant agrees to pay all casts and expenses of coliechon and reasonable attorney's fee earl any part of said rental that may be collected by an attorney, suit, distress or foreclosure, In all other litigated matters, the prevailing party shall be entitled to ac award of reasonable altorneys' fees, court coat and similar expenses at all trial and appellate court levels. ASSIGNMENT F CHATTELS 12. It is understood and agreed that any merchandise, fixtures, furrriture or equipment left in file Premises when Tenant vacates shall be deerraed to have been abandoned by Tenant and by such abandonment T€::carat a automaatir.,rally (OlinqUiSheS ally ricllat or interest therein, Landlord is aulhorized to soil, dispose of saran;. mm 11 In the event the Premises shall be destroyed or so damaged or injured by fire or other casualty, during the life of this agreement, whereby the; same right shall be rendered unterlantable, then Landlord shall have the right to render said Premises tenantable by repairs '120 days therefrom. If said Premises aro not rondered tonantable within said time, it shall be optionaable with either party hereto to cancel this Lease, and in the event of such cancellation the rent shall be paid only to the date of such fire or casualty, The cancellation herein mentioned shall be evidenced in writing. During any time that the Promises are untenantable dale to causes set forth in this paragraph the rent or a just arid fair proportion thereof shall be omitted, PERSONAL PROPERTY 14, All personal property placed or moved in the Premises above described shall be at the risk of Tenant or the owner thereof and Landlord shall riot be liable to Tenant for any damages to said personal property unless caused by or due to the gross negligence of Landlord, Landlord's agents or employees, UTILITIES AND -SERVICES 15, All applications and connections for utilities and other services on the Premises shall t)o in the narne of the Tenant only and the Tenant shall be solely responsible for the payment thereof. It is understood and agreed between the parties hereto that any charges against Tenant by Landlord for services, utilities or for work done on the Premises by order of Tenant or, otherwise accruing under this Lease shalt be Page 'S c=onsidered as rent (lura and shall be included if) carry lion for wnt, It is forther understood atter landlord's work has been cornpleted as Whiten in Exhibit "C" that the Ton;,rnt will pay plorral:rtly when du( Carry fee(s) for sprinkler standby cJuirged by the supplim of wrater- to the demised Premises. SIGN AND -AWNINGS 16. No awnings, sign or signs shall be attached to or erected on the exterior of the Premises without the written consent of the Landlord having first been obtained, which consent shall riot be unreasonably withheld. RIGHT OF ENTRY 17. Landlord, or any of its agents, serail have the: right to enter, said Premises during all reasonable hours, to examine the same or hake such repairs, additions, or afterations as may be deemed necessary for the safety, comfort, or the preservation thereof, or of said building, or to exhibit said Promises, arta to put or keep upon the doors or windows thereof a notice "FOR RENT" at any time within six (6) months before the expiration of this Lease with 24 hours' notice. Said right of entry shall otherwise exist for the purpose of removing placards, signs, fixtures, alterations, or additions which do riot conform to this agreement, am 18_ It is understood and agreed by the parties hereto that time is the essence of all of the teres and provisions of this Lease. `19. It is understood and agreed between the parties hereto that written notice addressed to Tenant and mailed certified mail, return receipt requested to the Prernises Leased hereunder shall constitute sufficient notice to the Tenant, and written notice addressed to Landlord and mailed certified gaily return receipt requested to the office of Landlord shall constitute sufficient notice to the Landlord to comply with the terms of this Lease_ Notice shall be deemed given three (3) banking days following the day such notice is (nailed, 20. Immediately following the Tenant's failure to pay rental due within the 15 day limit set forth in paragraph 34(b), Landlord shall have the right to enter upon the Premises and place and thereafter maintain a "FOR RENT" sign in a place where the sign would be most likely seen by the public: until the rear is paid in full, 21. This Lease is the only agreement between the parties and contains the entire agreement between the parties hereto and all previous negotiations leading thereto, and may be modified only by an agreement in writing signed and sealed by Landlord and Tenant, Landlord shall not be bound by any agreements entered into, whether card or written, express or iroplied, between Tenant and any predecessor owner or landlord. This Leese supersede, any prior lease and terminates any prior written agreement and is the only operative, agreement as of the date hereof. No surrender of the dernised Premises or of the remainder of the teen of this Lease shall be valid unless accepted by Landlord in writing. c f; i'crge? 10 . In consideration cal xsaaid Premises being Leased to Tenant for the above; rental, l -errant agrees: fhat Tenant, at all times, will inderunify and keep harmless Landlord froze all losses, damages, liabilitie.; and expenses which may arise or be claimed against Landlord arae be in favor of any person, tiara of corporation, for any injuries or daarnages to tire person or property of any person, fine or- corporation, consequent upon} or arising from the use or occupancy of said Premises by Tenant, or consequent upon or arising frorn any acts, ornissions, neglect or fault of Tonant (his agents, servants, employees, licensees, custorners or invitees) , or consequent upon or arising from Tenant's failure to comply with the aforesaid laws, statutes, ordinances or regulations; that Landlord shall not be liable to Tenant for any darnages, losses or injuries to the person or property of 'f enant which may be caused by the acts, neglect, omissions or faults of any person, fine or corporation, and that Tenant will indemnity acrid keep harrrrless Landlord from all damages, liabilities, losses, injuries, or expenses which may arise or be claimed against Landlord and be in favor of any person, firm or corporation, for any injuries or damages to the person or property of any person, firer or corporation, where said injuries or damages arose about or upon said Premises. notwithstanding anything in this Lease to the contrary, Landlord's liability hereunder shall be strictly limited to Landlord's interest in the demised property, 23. no waiver of any condition or covenant of this Lease by Landlord shall be deemed to imply or constitute a further waiver by Landlord of any othor condition or covenant of this Lease. 'Tire rights and remedies created by this Lease are curriulative and the use of one remedy shall riot be taken to exclude or waive the right to the use of another. RIGHT TO MORTGAGE OR LEASE 24. Tenant's rights shall be subject to any bonafide mortgage which now covers said Premises and which may hereafter be planed on said Premises by Landlord, or underlying Lease flaw or later covering the entire property, HEIRS AND ASSIGNS 25. This Lease and all provisions, covenants and conditions thereof shalt be binding upon and inure to the benefit of the heirs, legal representatives, successors and assigns of the parties hereto except that no person, fieri, corporation, or any court officer holding under of, through Tenant in violation of any other the terms, provisions or conditions of this Lease, shall have any right, interest or equity in or to this Lease, the terms of this Lease or the Premises covered by this Lease. BEYOND L NDLORD CONTROL 26. Mone; of the acts, prornises, covenants, agreements or obligations on the pall of the Tenant to be Kept, performed or not performed as the case may be, nor the obligation of the Tenant to pay rent and/or additional rent or other charge or payment shall be in any wise waived, impaired, excused or affected by reason of the Landlord being unable at any time or times during the term of this Lease to supply, or being prevented from, or delayed in supplying heat, Tight, or any service expressly or implied on the part of the Landlord to be supplied, or by reason of the Landlord being unable to make any alterations, repairs or decorations or to supply any equiptnent or fixtures, or any other promise, covenant, agreement or obligation on the pard of the Landlord to be performed, if the Landlord's inability or delay shall arise by reason of any law, rule or regulation of any federal, state, municipal or governmental department, agency or subdivision thereof, or by reason of conditions of supply and dernand due to national emergency or other conditions or causes beyond the Landlord's control, Pajge j 'I EMINENT DOMAIN 27. In the event of any portion of said t.c.a"led Prern€ses is taken by any c:ondenm ation of ornine nt dornai€ 9>€ce+�ee,dirrit;, the. (nainimrrrrr) monthly wntlal lwl'oira vpocitiod to bu poid slazall he raU:€bly ror{used naccoiding to fire area of the Le as(d Prc,alis s which is taken, and Tenant shall be on itled to no other consideration by reason of such taking„ and any dnniages suffered by Te?riant oil account of the taking of any portion of said Leased Premises and any damages to any structures erected on said Lensed Premises respectively that shall be awarded to Tenant in said proceedings shall be paid to and received by Landlord, and Tenant shall have racy right therein or thereto or to any ;tart thereof, and Tenant does hereby relinquish and assign to Landlord all of the Tenants rights and equities in and to any such damages. Should all of the Leased Promises be taken by any condemnation or orninent domain proceedings, then and in that event Tenant shall be entitled to no damages or any consideration by reason of such taking„ except the cancellation and termination of this Leasee as of the date: of said taking. Notwithstanding anything in this paragraph to the contrary, in the event any portion of the Leased Premises is taken by any condemnation or erninent domain proceedings and Tennant by reason of such taking shall be entitled to receive damages or any other consideration for any Leasehold improvements or, other betterments made and owned by it, Tenant shall be entitled to receive and retain all such damages Landlord having no claim or rights thereto, SURRENDER PREMISES 2€i. Tenant agrees to surrender to Landlord, at tlae end of the term of this Lease and/or upon any cancellation of this Lease, said Leased Premises in as good condition or said Premises were at the beginning of the terga of this Lease, ordinary wear and damage by fire and windstorm or other act of God excepted. Tennant agrees that, if Tenant does not sear{ander to Landlord, at they orad of the term of this Lease, or upon any cancellation of the term of this Lease, said Leased Promises, then Tenant will pay to Landlord all damages that Landlord may stiffer, ora account of Tenant's failure to surrender to Landlord possession of said Leased Premises, nand will ineiornnify and save Landlord harmless from and against all claims made by any succeeding Tennant of said Premises against Landlord on account of delay of Landlord in delivering possession of said Premises to said succeeding Tenant so far as such delay is occasioned by failure of Tenant to so surrender said Premises and unless otherwise agreed in writing„ such holding shall constitute. arta be construed as tenancy from month to month only at a monthly rental ectrral to two hundred percent (200%) of the then current rent and all outer payments to be made by Tenant which are; applicable as of the mast rnonth of the Lease terra and otherwise subject to conditions, provisions nand obligations of this Lease insofar as the same or applicable, month to month tenancy. The above mentioned provision of tenancy month by month will not be applied if Tenant decides to exercise the option (s) to renew this Contract as specified can page 1. Em 29. Tenant further agrees that Tenant will pray all liens of contractors, subcontractors, mechanics, laborers, material rnen, and other items of like character, and will indemnify Landlord against all legal costs and charges, bond prentiurns for release of liens, including counsel fees reasonably incurred if) and about the defense of any suit in discharging the said Promises or any part thereof from any liens, Judgments or encumbrances caused or suffered by Tenant. It is understood and agreed between the w antes hereto that the costs and charges above referred to shall be considered as rent dote and shall bo includes in any lien for rent. The Tenant herein shall not have any authority to create any liens for labor or, material on the Landlord's interest in the above: described property, and all persons contracting with the Tenant for the doing of any work or the furnishing of any material men, contractors, mechanics, and laborers, are hereby charged with notice that they must look to the Tenant and to the Tenant's interests only in the above described property to secure the payment of any bill for work done or material furnished during the rental period created by this Lease. Pilge 19 30, Landlord will be responsible fear the: payrncnl Of all re�<al preapcity taxes, (including any lr,,vs, taxes or :assessments) dUdog the Totm of the Lease, 31. The Tenant, at its own cost and expense, shall maintain all portions of the Leased property and adjoining areas in a clear(, and orderly condition, free: of did, rubbish and unlawful. Obstructions and shall keep the landscaped areas thereof watered-and-trtrrira ed starring tho4onn-oaf this Lease, 32, The following notification is provided pursuant to Section std .05b(8), Florida Statutes (1391): Radon is a naturally occurring radioactive; etas that when if has accumulated in a building ire sufficient quantities, may present health risks to persons who are exposed to it over, throe. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. ENVIRONMENTAL 33. 'Tenant will strictly comply with all federal, state, county, city and/or district regulations, laws and ordinances with regard to toxic or hazardous wastes or to envirorrnaental protection of the land, ground water, acrd aquifer, (collectively "Environmental Laws") and in the event Tenant is Found in violation of any Environmental haws, mandating monitoring or a clean -tap or re -filling of the area or other remedial action, then Tenant will indemnify and hold Landlord harmless front all lasses, damages, liabilities and expenses, including reasonable attorney's fees and court costs, which may arise or be claimed against Landlord as a result of such a breach of Environmental haws. Landlord shall be responsible For and hold Tenant harmless from any pre-exisfing condition which violates Environmental laws and represents that there is no existing contamination to the best of his knowledge, This paragraph strait survive termination or expiration of the Lease, C3EFAU _TS,t CTI 34. Defaults. The occurrence of any eine of more of the following events shall consfitttte a material default anti breach of this Lease toy Tenant: (a) Tho vacating or abandonrrrent of the: Promises by Tonant. (b) The failure by Tenant to remake any payment of rent or, any other, payment required to be made by Tonant hereunder as and when due where such failure shall continue for a period of five (5) drays. (c) The failure by Tenant to observe or perform any of the covonants, conditions or provisions of this Lease to be observed or performed by Tenant other than described in paragraph (b) above, where such failure shall continue for a period of 15 days after written notice hereof from Landlord to Tenant provided, however, that if the; nature of the Tenant's default is saach that more than 15 days are reasonably required for its cure then Tenant shall not be deemed to be in default if -Tenant commenced such cure within said 15 -day period and thereafter diligently prosecutes such cure to completion. (d) (i) The retaking by Tenant of any general arrangerrtent or assignment for the benefit of creditors, (ii) Tenant becomes a "debtor" as defined in 11 Ll..C. S1 01 or any successor statute thereto (unless, it) the case of a petition filed aclainst Tennant, the sante is dismissed within 60 days). (iii) the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises of Tenant's interest in this Lease, where possession is not restored to Tenant within 30 days or (iv) the attachment, execution or other judicial "seizure" of substantially all of 'Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within 30 days, 11 age 9 Provided, however, in the event that �fny provisirrrr of this h rrfactrr�trt� 4(d) is c,ontmry to ally ai:rtalir-ibje law, such provision shrall be of no fot(> of, ettec.t and Iv) the dis("'Ovefy by Landlord that ;my firr,rmJal statement t Mei to Landlord by cullet, stray issitlne, cat l'enaant, any sobtenaant of teAriant, allay successor in inter0st of Tenant of any gm.)rrantor of Tenant's obligation hereunder, and any of thein was rnaterially false. 34.1 Remedies, in the: event of any such material default or breach by Tenant, Landlord naay at ally time thereafter with or without notice or demand arra without limifing Landlord in the exercise of any right or remedy which Landlord may have by reason of such default or breach: (a) Terminate Tenant's right to possession of the Prernises by any lawful rne,ans, in which case this Lease shalt terminate and Tenant shall immediately surrender possession of the Premises to Landlord_ In such event Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant's default including, but not limited to, the cost of recovehrag possession of the Premises, expenses of re -letting including necessary renovation and alteration of the Premises, reasonable attorney's, fees and any real estate commission actually paid_ the worth at the tirne of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the balance of the terru after- the tirne of suet) award exceeds the amount of such rental loss for the same period that Tomant Proves could no reasonably avoided: that portion of the lease c:onarnission paid by Landlord applicable to the unexpired tears of this Lease. O Maintain Tenant's right to possession in which case this lease shalt continue in etfect whether or not Tenant shall have abandoned the Premises. In such event Landlord shall be entitled to enforce all of the Landlord's rights and remedies under this Lease, inrludincd the right to recover the refit as it becomes due hereunder. (c) Pursue any other remedy flow or hereafter available to Landlord under the; laws or judicial decisions of the state wherein the Premises are located, Unpaid installments of rent ,and ether unpaid rrtonetary obligations of "fenant under the terrras of this Lease shall hear interest from the date due at the maximum) rate then allowable by law. 34.2 Default by Landlord, Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time haat in no event later If thirty (30) days after written notice by Tenant to Landlord specifying wherein Landlord has failed to perforin such obligation; provided, however, that if the nature of the Landlord's obligation is such that more than thirty (30) days are required for performance then Landlord shall not be in default if Landlord cornmences performance within such 30 - day period and thereafter diligently prosecutes the srarne to completion. 34.3 Late Charges. Tenant hereby acknowledges that late payrnont by Tenant to Landlord or rant and other sums due hereunder will cause Landlord to incur coasts not contemplated by this lease, the exact amount of which will be extremely difficult to ascertaiw much costs include by arc riot limited to, processing and accounting charges and late charges which may be imposed on Landlord by the terms of any mortgage or trust deed covering the Premises, Accordingly if any installment of rent or any other sura due from Tenant shall not be received by Landlord or landlord's designee within five: (5) days after the tenant's receipt of the written notice described in paragraph 34.1(b) above, then, in such event, Tenant shall pay to Landlord a late charge equivalent to Ten (10%) percent of such overdue amount. Tho parlios hereby agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by Tenant. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant's default with respect to such overdue amount nor prevent Landlord from exercising any of the zither rights and remedies granted hereunder. 35. Wherever Tenant roust first obtain the, Landlor'd's consent prion to undertakinct or perfOrfoing arty action pursuant to the tenns of this Lease, Landlord hereby agrees that it shall net unreasonably withhold its consr.xnt t#g srrclr Proposed action and furtlt;::rrrlore tlt; ESE, iRSOt AL GUARAa 'I Y ONE YEAR ROLLING € UARANTY STATE OF FLORIDA The undersigned for in consideration of ton dollars flue ether good and valuable consideration, the receipt and sufficiency of whish is hereby acknowledged agrees to personally and unconditionally guaranty .all obligations pursuant to that certain Lease Agreement between COSTA CENTER, , LL , a Florida Limited Liability Coinpany (Landlord") and Divine N Corp., a Florida Corporation d/b/a That's Amoro AND NATALIA RAM PADARLIL,qttindividtrat (` ic.rarar€Y' vas' follows, 1. The undersigned jointly and severally, dew herc-kap guarantee to the LANDLORD ;and to any mortgagee holding a mortgage upon the interest of LANDLORD in the leased F iemises, the due and punctual payment of all rent payable cinder said Lease, and each and every installment thereof, as well as the full and prompt and complete performance by the .TEN/,,ANT of all and singular the covenants, conditions and provisions in said Lease contained on the Ewart of the T NANT' therein to be. kept observed arid performed, for the Lease Terraa of said Lease, as permitted by the Lease with no less force and effect than if the undersigned were narned as the "TENAN`f in said Lease, and the undersigned jointly arid severally will forthwith ora demand pay all anaorrrats at any time in arrears, and will mako good ally and all defaults occurring under said Lease. Z `This guaranty shall tae absolute and continuing. The LANDLORD shalt not be required to take any proceedings against the TENANT, or give notice to the undersigned before the LANDLORD has the right to demand payment or performance by the undersigned upon default by the TENANT, "Phis Guaranty and the liability of the undersigned hereunder shall in no way be impaired or affected by any assignment which may be made of said Lease, or any subletting there under, or by any extension(s) of the payment of any rental or any othor sums provided to be paid by TENANT, or by any forbearance or delay in enforcing any of the terms, conditions, covenants or provisions of said Lease or any anaendinent, modification or revision of said Lease. 3, No action or proceeding brought or instituted under this Guaranty against the undersigned, arid no recovery had in pursuance theroof shall be any bar or defense to any further action or proceeding which naay be brought under, this guaranty by reason of any further default or defaults of TENANT. The undersigned hereby waive trial by jury in connection with any proceedings brought in connection with the Lease and/or this guaranty, 4The liability of the undersigned shall not be deemed to be waived, releaseri, discharged, impaired or affected by reason of the release or discharges of the 11NANT in any creditors, receivership, bankruptcy (including Chapter 7 or Chapter 11 bankruptcy proceedings or other reorganization proceedings) or other proceedings, or the rejection or disaffirmance of the Lease in any proceedings. I . There shall be no modification of the provisions of this guaranty unless the same is in writing and signed by the undersigned and the LANDLORD f, All of the terms, agreements and conditions of this guaranty shall be joint arid several, and shall extend to and be binding upon the undersigned, their heirs, executors, administrators, and assigns, and shall inure to the benefit of the LANDI ORD, its successors and assigns, and to ally future owner of the fee of the Premises referred to in the Lease, and to any mortgagee of the fee interest of the LANDLORD in the Leased 1'rernises, Pagel 12 €3. In ',,addition, as i"t of Me fziE<mm y pili Fl -81' (Vivi-inure 1-10wes and all (tiE.iiptumN :eta ool ;n,d outtiool ern f?re>rrii. {., sftall ;�,t4,y n ud;ftmd ho f reas3lz_arcl W ;d the [t,t he pagan il,. 9 H trwimd fum nuww dof<:rrai ml on Ow We and has prricj tont eaff lime seta per leaso' The kridlorci shalt We the qu arranty at the end of Vw Old ymr of Uve rnWal term of the lease. IN j N SS VtR OGIRI 01' tlrc imcf sIgimcl has hereunto set Its sicift aturca and seal on tho dray €af . .._ �. .��� — ��. 20,1-1, as Gwarantor, for the pui poses expressed herein and agE c c, to bc: l: odrid by the fctr n)s hereofv Sign, and delivered in tire presence of: Witnesses iia .... `.� .. Print N aruer' Print Neinlc=. f:...t�W� €3y-. _. l"N Nanta ,_ ..> f kNa Lieerrse #: SIXTH* tj�- Ss C;0iIN11' 0i Cert this day of F ' 20 � U for, Me tfre Undo r Sign0d, ra NOt�ary f- Ublic in and for said County and urate, faer sc�na({y �a're�ato t t�. �C ��� �` � . _._, fac�rsrx�tally known to urea {or proved to rtrU cart the basis of sativf�.rc;tcry r vid"I) tea lac tar � frerson whose name IS : uttscribod to the within instrument. _�a�., ��',���t � � t •.. .�_„���� a ,�.,� t%tli�1 NE S` my hand and official soil. SignatUre LlF Not�.ary I'Lttalrc, ift pan fbir said C arty ar'f<i o atf' IAy C;omniission expires !'f ge 113 DIanG CiOnnlOz NOTARY PUBLIC S-rA E dare FLORIDA Cmc 0GO3 3E3r �' xptr°as 1013/2020 EXHIBIT "B" FFE SR.IZINITION'i iV OEPARe3EA.,2' PREM6`iE S The iemise(s) are l is trait GU -9. Page I H EXHIBIT "C" LANDLORD'S AND TENANT'S WORK I_andlor d will perform the following: 1, Landlord shall deliver the premises with the following improvements no later than an estimated Two (2) months after the date of signing of this contract: e? . ca, four the concrete floor b. Guild 2 ADA compliant bathrooms in a location mutually acceptable to Landlord and Lessee (according to floor plan), c. Install HVAC system sufficient for premises size, max `10 tons IIVAC; d. install dry wall/demising wall & lighting according to floor plan. e. Install electrical panel and all cle(,trical to code, nein 200 AMP including three lilies of 320 Arms. f. Gut out hole in roof for the good ventilation system as per tine floor plan. g� Landlord to install fire sprinklers and ceiling grid with standard ceiling tiles as per fluor purr. h. Landlord will paint unit white. I. Landlord agrees to pay the Tenant's architt,ct $3,500 upon signing of this contract in order to ~tart the process to prepare the permit application for Architectural, Life Safety, Mechanical (F1VAG), Cl ectric,al and Plumbing permits- landlord at his own expense will apply for Al recjuirrd permits and I e=nant will oto his part of they work under the sante, permit. If the Landlord does not complete his work within the 2 nstimated months from period since the date of signing this lease, there the Gornmemcoment day of this leas: agreement will be postponed accordingly, Tenant shall be responsible to complete tenant's finishes so it may open for business. In addition, Tenant agrees to prepare (at its own cost and expense) the following I,The Permit Doouraaents including a, Tenant shall pay the Tenant's architect anything over Land lord's contribution of $3,500,00 for Architectural, Life Safety, M( -,,chat (HVAC), Electrical and Plumbing to nieot Code, b,'tenant shall be, responsible for all flooring and base:, in addition to all painting, c. Te want will be responsible for grease tr`<�p including pc witting, d. Tenant will be responsible for Ventilation system for Pizza Oven including permitting. Thereafter after the cornpletion of Landlords Work, Jortant accepts the Premises AS -IS and assumes all other interior construction and modifications to the Premises at Tenant's expense and burdens all risks of delays in said construction and/or modification process, including but riot limite=d to impact fees, governmental perrrait processing etc._. P:tpc ( 1 DfakFloor Plan: �r Pouc| }6 ^ F' ^ K SIGNS More than fa_%t. More thansigns,- Estimate FASTSIGNS 2001 10th Avenue N, Ste 2 Estimate Date Lake Worth, FL 33461 ph: 561-439-4700 Printed: fax: 561-966-1527 Email: 89@fastsigns.com Customer: PIZZERIA THAT'S AMORE Contact: NATACHA KOBLOVA Customer: 13508 Description: PIZZA CHANNEL LETTERS - ESTIMATE WITHOUT SURVEY Sales Person: Julie Helt Clerk: Julie Helt Dear NATACHA: Page 1 of 1 89-33526 7/27/2017 2:56:47PM 7/27/2017 2:57:18PM ph: (561) 307-8773 email: CIAO@PIZZERIATHATSAMORE.0 It is always a pleasure to talk with you again and I look forward to serving your current needs. The estimate we discussed follows. If you have any questions, I can be reached at 561-439-4700. Sincerely, Julie Helt Product Qty I Sides H x W Unit Cost Totals 1 CHANNEL LETTERS 5 1 14 x 1 $210.00 $1,050.00 Color: RED Text: RED 14" CHANNEL LETTERS - PIZZA. WHITE RETURNS AND TRIM CAP 2 PERMIT 1 1 1 x 1 $550.00 $550.00 Color: White 3 INSTALL 1 1 1 x 1 $750.00 $750.00 Description: This is an estimated install charge which is based at an hourly rate. Please be aware that this price may need to be adjusted if changes occur from original survey of location, environment and any unforseen issues (such as underground concrete, rock etc.) Notes Deposit Required: $1,231.00 Bill To: PIZZERIA THAT'S AMORE Payment due upon completion of order. NATACHA KOBLOVA 400 FEDERAL HWY BOYNTON BEACH, FL 33463 Received/Accepted By: SYSTEM\ FASTS I G N S_C RY STA L_Estim ate01 More Than Fast. More Than Signs.TM Line Item Total: $2,350.00 Tax Exempt Amt: $750.00 Subtotal: $2,350.00 Taxes: $112.00 Total: %462.00 Deposit Required: $1,231.00 Bill To: PIZZERIA THAT'S AMORE Payment due upon completion of order. NATACHA KOBLOVA 400 FEDERAL HWY BOYNTON BEACH, FL 33463 Received/Accepted By: SYSTEM\ FASTS I G N S_C RY STA L_Estim ate01 More Than Fast. More Than Signs.TM LU ON � S NAY a z �w>. d 4 w V ui 0 tr. Sn t L: _##meqqq a 0 C 0h W 0z a, U)!2 g2 ,r�ry cr0wa'C L=� s ...A LeidJ.. 0 t E I G 0< p.n r �S NES 2 LO LU M ;F dry' v €rf WT)aX C. wooer ai &S` l iik Z) q z wo-O Cyt_ 11 1b Oct <MOO 0 ftS W_Xzo 2 xUi rf ftp( L �^ 0 1 E C- ff} 0 r14 00 4 0 `.A.r A d* }S` A� d .w Ln at m C �} n Lnoo 0 az 2 PRESSURE SENSITIVE (VINYL Color: White Text: Delivery 3 PRESSURE SENSITIVE (VINYL Color: White Text: Logos 4 PRESSURE SENSITIVE (VINYL Color: White Text: Paninni's 1 1 14 x 28.5 $20.78 $20.78 3 1 22.25 x 13 $20.00 $60.00 1 1 14 x 28.5 $20.78 $20.78 More than fast. More than signs: Estimate 89-33806 F�4STSIGN 2001 10th Avenue N, Ste 2 Estimate Date: 9/1/2017 4:12:02PM Lake Worth, FL 33461 ph: 561-439-4700 Printed: 9/1/2017 4:16:16PM fax: 561-966-1527 Email: 89@fastsigns.com Customer: PIZZERIA THAT'S AMORE ph: (561) 307-8773 Contact: NATACHA KOBLOVA Customer: 13508 Description: Door Graphics & max metal Sales Person: Ken Baxter Clerk: Ken Baxter email: CIAO@PIZZERIATHATSAM ORE. C Dear NATACHA: It is always a pleasure to talk with you again and I look forward to serving your current needs. The estimate we discussed follows. If you have any questions, I can be reached at 561-439-4700. Sincerely, Ken Baxter Product Qty I Sides H x W Unit Cost Totals 1 PRESSURE SENSITIVE (VINYL 1 1 25 x 13 $25.00 $25.00 Color: White Text: Wood Bruning Brick Oven 2 PRESSURE SENSITIVE (VINYL Color: White Text: Delivery 3 PRESSURE SENSITIVE (VINYL Color: White Text: Logos 4 PRESSURE SENSITIVE (VINYL Color: White Text: Paninni's 1 1 14 x 28.5 $20.78 $20.78 3 1 22.25 x 13 $20.00 $60.00 1 1 14 x 28.5 $20.78 $20.78 5 PRESSURE SENSITIVE (VINYL 1 1 14 x 24.5 $17.86 $17.86 Color: White Text: Salads 6 PRESSURE SENSITIVE (VINYL 1 1 14 x 34.5 $25.16 $25.16 Color: White Text: Pizza 7 PRESSURE SENSITIVE (VINYL 1 1 14 x 34.5 $25.16 $25.16 Color: White Text: Phone Number 8 PRESSURE SENSITIVE (VINYL 1 1 14 x 28.5 $20.78 $20.78 Color: White Text: Pick Up S Y S T E M X FA S TS I G N S_CRYSTAL Estimate 01 v More than fast. More than signs'" Estimate 89-33806 FASTSIGNS 2001 10th Avenue N, Ste 2 Estimate Date: 9/1/2017 4:12:02PM Lake Worth, FL 33461 ph: 561-439-4700 Printed: 9/1/2017 4:16:16PM fax: 561-966-1527 Email: 89@fastsigns.com Product Qty I Sides H x W Unit Cost Totals 9 PRESSURE SENSITIVE (VINYL 1 1 14 x 28.5 $20.78 $20.78 Color: White Text: Wood Burning 10 MAX METAL 3MIL WHITE 1 1 48 x 60 $260.00 $260.00 Color: White _ Text: That's Amore Pizzeria Wood Bruning Brick oven 11 INSTALL 1 1 1 x 1 $225.00 $225.00 Description: This is an estimated install charge which is based at an hourly rate. Please be aware that this price may need to be adjusted if changes occur from original survey of location, environment and any unforseen issues (such as underground concrete, rock etc.) Notes Bill To: PIZZERIA THAT'S AMORE NATACHA KOBLOVA 400 FEDERAL HWY BOYNTON BEACH, FL 33463 SYSTEW FASTSIG NS_CRYSTAL_EsiimateO1 Deposit Required: $378.03 Payment due upon completion of order. Received/Accepted By: Line Item Total: $721.30 Tax Exempt Amt: $225.00 Subtotal: $721.30 Taxes: $34.75 Total: $756.05 Deposit Required: $378.03 Payment due upon completion of order. Received/Accepted By: UJ CL CL I ro I C3 ui x 0 I m ui vi o z 1-D UM, 1j IOU zo- 10 O'm wOUJ(L < ,%ZWXU- 0<0>- m zz -woo .a-° gLa'MOLLg Lu", ow w 1; nui < M Z w E 0 w I -W 3: o �-- m x-3; -3; 0 wCL mm, I 2 t5 E 0 sp, 2 E 0 ropes o co E 0 0- -;,Ln 22 64 aha LL 0'a 0E M G LL —F UA u r. L. a um U Of r . 0 avw.vc\ 3z �Y gH ASS..: uj 327 0 L.e i,}.✓gqgg,a��gq of ppq y C)- f� 0 w,. NE rW U., DOWM,Y .. CY.�CE�C�L 7 � CXw� c A..,.. (�° 0 = w 12 Lu y� z0cr z2 ei CC3 Q0 W uj a ix > 15 CY. ar o Q Y w t d O ymyb' 0 > t 2 Ln 9y�'I out i L�4 o c8,. Ln a7 b 4.1 P 0 E *� cc E "i 2 `0` ,w CL C qy 4J moi' - ti ro < 0 > N OE ws Q I CRA BOARD MEETING OF: October 10, 2017 CONSENT AGENDA AGENDA ITEM: VIII.I. SUBJECT: Approval of Boynton Stretch, LLC for Commercial Rent Reimbursement Grant Program SUMMARY: The Commercial Rent Reimbursement Grant Program provides eligible new or existing businesses with rent payment assistance for a maximum period of 12 months within the first 18 months of a multi-year lease. The CRA has received a completed grant application from Boynton Stretch, LLC which operates the Stretch Zone located in One Boynton at 388 E. Woolbright Rd, Boynton Beach, FL 33435. According to their website, Stretch Zone's "goal is not about making people more flexible.... Our goal is to increase one's active range of motion, ergo to be able to efficiently and effortlessly move further without feeling a stretch. Stretch Zone approaches stretching from a neurological perspective by working with the central nervous system to re-establish a more ideal resting muscle tone." As a tenant of One Boynton, the base rent, as specified in the lease, is $1,977.13 per month. Boynton Stretch, LLC falls under the terms of a Tier I I business (as specified in the grant application). If approved, the applicant is entitled to receive reimbursement for half of its monthly rent or grant maximum of $900 per month for a 12 month period. The applicant meets the eligibility requirements under the program guidelines and will be reimbursed on a quarterly basis with proof of rent payments. FISCAL IMPACT: $10,800 — Project Fund, line item 02-58400-444 CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approve the Commercial Rent Reimbursement Grant not to exceed $10,800 to Boynton Stretch, LLC, located at 388 E. Woolbright Rd, Boynton Beach, FL 33435. ATTACHMENTS: Description Attachment I -Grant Application Attachment II - Lease Attachment III - PAPA Map Program Rules and Regulations The Commercial Rent Reimbursement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "CRA") District. The program is designed to provide financial assistant to new and existing businesses in the form of rent reimbursement intended to help businesses during the critical first year of operation. The CRA reserves the right to approve or deny any Commercial Rent Reimbursement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the CRA District. The receipt of past payments is not a guarantee of future payments. For purposes of this application, the term "new business" means a company in operation for less than six months or relocating to Boynton Beach. The term "existing business" means a company that has been in operation within the CRA District for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The Boynton Beach CRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be subject to production by the CRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. Initials 410 Page 1 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com 710 N Federal Highway BoyntDn Beach, FL 33435 Ph:561-737-3256 tor Fax: 561-737-3258 BOYNTON"e BE AC H www.catchboynton.com F-ATIZATIM91111111 �02 0 �#* Applicant grants such consent and authorization to the CRA for the period commencing as of the date of this authorization and terminating on the date the grant has been fulfilled. This aNtlicant herebo waives anVA and all claims-artast �siresent or future, have against the CRA by reason of any credit investigation made pursuant to applicant's consent and authorization herein given to the CRA - An authorization to Perform Credit Check needs to be completed by each Principal/Owner and by the Business. a I W - g -A &-w ♦ WE= 'State of Incorporation:- k"L.- ax: — --c) 41, I -?-- . 710 N Federal Highway RA Boynton Beach, FL 33455 Ph: 561-737-3256 BOYNTON"' Fax: 561-737-3258 BEACH" www.catchboynton.com ;�i *:IF 10910M I I wal a Applicant grants such consent and authorization to the CRA for the period commencing as the date of this authorization and terminating on the date the grant has been fulfilled. This applicant hereby waives any and all claims, past present or future, which the applicant m - have against the CRA by reason of any credit investigation made pursuant to applicant, consent and authorization herein given to the CRA. An authorization to Perform Credit Check needs to be completed by each Principal/Owner a by the Business. I M;5=. ko= W.=-* '1- 9 3 Lf Previous Home Address: av,-,\ Incentive Funding The Commercial Rent Reimbursement Grant Program offers financial assistance in the form of a reimbursable grant in the form of a quarterly rent reimbursement. The time period of eligibility for assistance is up to six months from the issuance of the City of Boynton Beach Business Tax Receipt. Rent Reimbursements will not be paid until all construction has ended, City and County licenses are obtained and the business is open for operation. The CRA will issue reimbursement on a quarterly basis directly to the applicant for the monthly rent payment made to the landlord upon receipt and verification that the payment has been cleared by the bank. The responsibility for all rental payments is between the contracted parties to the lease, as such the tenant and the landlord. As grantor the CRA neither bears nor accepts any responsibility for payment of rent at any time, nor penalties incurred for the late arrival of payments by any party. Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Must be located within the CRA District (see attached map). • Must provide proof that the business is properly licensed by all necessary levels of government and professional associations or agencies (copies of city and county licenses or receipts that the licenses have been applied for). • Non-profit and residentially zoned properties are NOT eligible. • An existing business must expand to occupy more than 50% of its current square footage size. Verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the CRA Board if the tenant is losing their current space due to redevelopment of the site. • The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, within the sole discretion of the CRA, as an eligibility Initial,D4 Page 2 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com requirement for funding. A copy of the consumer report will be provided to the applicant upon request. Applicants must have an Experian credit score of 601 or higher to be eligible. If one or more business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • Applicant must have an executed multi-year lease (two year minimum). • The Commercial Rent Reimbursement Grant Program may only be used one time by any one specific business entity or business owner. • Grantees shall allow the CRA the rights and use of photos and project application materials. Ineligible Businesses The following businesses are considered ineligible for assistance under the Commercial Rent Reimbursement Grant Program: • Firearm Sales • Religious Affiliated Retail Stores • Non Profits • Check Cashing Stores • Adult Entertainment • Adult Arcades • Kava Tea Bars • Alcohol and/or Drug Rehabilitation Centers/Housing • Medical Research Centers/Housing • Massage/Personal Services • Convenience Store • Churches • Fitness Centers over 4,500 sq.ft. • Take -Out Foods • Liquor Stores • Vapor Cigarette, E Cigarette Stores • Pawn Shops • Tattoo Shops/Body Piercing/Body Art Shops • Any other use that the CRA staff or CRA Board have determined not to support the redevelopment of the CRA District Grant Terms and Conditions This grant is divided into two tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. Grant funding amounts will be based on the applicant's project budget specified at the time of CRA Board approval. Initials Page 3 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 - Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com Tier One Business (Full -Service Restaurants Only) Tier One Businesses are eligible for reimbursement of 50% of the applicant's project budget as submitted at the time of CRA Board approval up to a maximum amount of $45,000 in grant funding. Only full service restaurants with a minimum total seating capacity of 50 seats are eligible to be in Tier One. The restaurant must have hours conducive for the development of the downtown serving at least lunch and dinner. Proof of seating capacity shall be confirmed by a copy of the City of Boynton Beach Local Business Tax Receipt. Tier Two Business Tier Two Businesses are eligible for reimbursement of 50% of the applicant's project budget as submitted at the time of CRA Board approval up to a maximum amount of $25,000 in grant funding. Tier Two Businesses must be one of the following types of businesses: • Restaurants with total seating capacity under 50 • Gourmet Food Market • Bed and Breakfast • Marketing Offices • Law Offices Fitness Center less than 4,500 sq.ft (no more than 2 approvals per fiscal year) • Specialty Businesses — stationary, gifts, sporting goods • Clothing Boutique — clothing, shoes & accessories • Bakery • Medical Offices • Accounting Offices • Real Estate Offices • Insurance Offices • Florist (no more than 2 approvals per fiscal year) • Hair/Nail Salons (no more than 2 approvals per fiscal year) • Home D6cor/Design — home furnishings, art galleries, kitchen wares Initials Page 4 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 - Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on lease. The commercial lease must define the landlord -tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; • Ability to terminate; and, • Consequences of default on the lease. Subletting of the property by grant recipient is prohibited. Violation will constitute repayment of CRA grant funding. The CRA considers the following to be subletting: Any business entity in which the A) grant recipient is not listed as the registered agent, owner, officer or director of said business; B) lists its place of business as the leased premises of the grant recipient; or C) has obtained a business tax license from the City of Boynton Beach for the grant recipients' leased premises or any part thereof. Proposed leases must be executed within 30 days of CRA Board approval or the grant award is terminated. Application Process Applications can be obtained from the CRA office located at 710 North Federal Highway, Boynton Beach, FL 33435 or downloaded from www.catchboynton.com. All applicants are required to meet with CRA staff in order to determine eligibility before submitted an application. Funding requests will not be considered until all required documentation is submitted to the CRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the CRA Board. Initials Page 5 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 - Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com Applicants must submit an original, "hard copy" application with all materials to the CRA for review and approval by the CRA Board. Applicants will be considered on a first- come, first served basis. Application packets must include the following documentation: 1. A non-refundable fee of $100 is required to obtain a consumer credit report on the business and principal/owners of business. Make check payable to: Boynton Beach CRA. 2. Resume for each principal/owner of the business. 3. Copy of the corporate documents for the applying business entity. 4. Copy of City and County Business Licenses (Business Tax Receipt). 5. Copy of executed multi-year commercial lease agreement. 6. Two years of corporate tax returns (for existing businesses only). 7. Two years of personal tax returns for the principal/owners of a new business. 8. List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 9. If an existing business must expand to occupy more than 50% of its current square footage size. Verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the CRA Board if the tenant is losing their current space due to redevelopment of the site. 10. Completed and signed application (attached). 11.Authorization to perform credit check for the business and each principal/owner of the business (attached). 12.W9 Form (attached). Approval of Funding Request All required documentation must be submitted no later than noon on the first Tuesday of the month. CRA staff will review the application to verify that the project is eligible for reimbursement. If it meets these requirements, CRA staff will present the funding request to the CRA Board for review and approval. The CRA Board meets on the second Tuesday of each month. The schedule for CRA Board meetings can be obtained at www.catchboynton.com. Applicants will be notified of the date and time that their applications will be considered by the CRA Board. Initials Page 6 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 - Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com The CRA recommends that applicants attend the CRA Board meeting during which the Board will consider their applications in order to answer any questions the CRA Board may have regarding their applications. CRA staff will notify the applicant of the CRA Board's approval or denial in writing. Proposed leases must be executed within 30 days of CRA Board approval or the grant award is terminated. Site Visits CRA may conduct a site visit prior to transmitting the application to the CRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during and after the project in order to determine and ensure compliance with the terms of the grant agreement. Procedures for Reimbursement Quarterly rent reimbursement payments will be provided to the grant recipient beginning the first month the business is open for operation subsequent to CRA Board approval. A maximum of 12 consecutive monthly rent payments will be reimbursed to the approved applicant. Each report shall be made within 10 days of the start of the next applicable quarter beginning on January 1St, April 1St, July 1St and October 1St following the initial Reimbursement Request. In order to receive quarterly rent reimbursement the grant applicant must submit the following: 1. Written request for reimbursement. 2. Proof of rent payments (i.e., copies of the front and back of cancelled checks for that quarter's reimbursement or proof of direct deposit). If applicant does not submit its quarterly reimbursement request within 30 days following, the end of the quarter in which applicant is requesting reimbursement, applicant forfeits that quarter's reimbursement. Initials Page 7 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com Discontinuation of Payment The receipt of past payments is no guarantee of future payments. The CRA retains the right to discontinue rent reimbursement payments at any time according to its sole and absolute discretion. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the project. Nor shall issuance of a grant result in any obligation on the part of the CRA to any third party. The CRA is not required to verify that entities that have contracted with the applicant have been paid in full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which the applicant is directly responsible is sufficient assurance for the CRA to award grant funding. Initials Page 8 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 - Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable): 13oory4&r� --, re LLG Current Business Address: 3'd8 W(2016P4LJ (V • �tPUn4cA teat'& L Fed I D#: Business Phone Number: D Fax: Website: Existing Business: Yes No Number of years in existence: 0 < 1YOU Time at Current Location: 6rnonN New Business to Boynton Beach: Yes No Do you have an executed lease agreement: Yes If so, monthly base rent: A 16117-, 1 3 New Business Address: 3 SSS Pas � Woc) ( 6( d, Vq �- D No Square footage of current location: �� �// Square footage of new location: l Z� Type of Business: l� s7`z[GCt 0 Number of Employees: 9 Hours of Operation: Page 9 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com APPLICANT INFORMATION PRINCIPAL/OWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) K 3 M Principal/Owner Name: t� 906(na'n Date of Birth: 0g10t I I a ?3- Email: Residential Address: 44 7q R .Gor � caw' vWn c4A G i�Z' q D1, Cell Phone Number: 561 ;t3-id�---7' Principal/Owner Name: Date of Birth: Residential Address: Cell Phone Number: Principal/Owner Name: Date of Birth: Residential Address: Cell Phone Number: Principal/Owner Name: Date of Birth: Residential Address: Cell Phone Number: Email: Email: Email: Page 10 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com [Wei 11TI • Are you applying for grant assistant under any other program offered by the CRA? (Tier One Businesses Only): Yes No If yes, what additional programs are you applying for: Are you receiving grant assistance under any other governmental agencies: Yes _ No If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: GU" b2�k/ Landlord's Mailing Address: Landlord's Phone Number: V T7r- t-:5 2 n-G- rn LL4c &5 1)bx,44,�t 5 at( e C-+/- 2 (DN.-/, 2F CERTIFICATION AND WAIVER OF PRIVACY: I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant Program Rules and Requirements. I understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Agency d. Initial Page 11 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com Are you applying fo other program offered by the CRA? (Tier One BusinessesOn|y)� Yes No Uyes, what additional prograrnaare you applying Are you receiving grant assistance under any other governmental agencies: Yes _ No _/ If yes, list any additional grant sources and amounts: Landlord Narne:CH REALTYVII-PGRDS 8OYNT0N BEACH LAS vENTANA6, LLC/SOUTMEASTCENTERS LLC ASAGENT Landlord's Mailing Address: 7284 WEST PALMETTO PARK ROAD, SUITE 210-S BOCARATON FL 334]] Landlord's Phone Number.- (56I) 347-0888 [ the undersigned opp|icanKs).oedifvthodaUinfonnobonpresenbadinthioepp|icutinn.andaUof the information furnished in support of the application, is given for the purpose of obtaining g grant under the Boynton Beach Community Redevelopment Agency Cnnnnnenoie| Rent Reimbursement Grant ProQnam, and itis true and complete tothe best ofmy knowledge and | further msdif/ that | em avvana of the tact that | can be penalized by fine and/or imprisonment for making false statements or presenting false information. | further acknowledge that | have read and understand the terms and conditions set forth and described in the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant Program Rules and Requirements. | understand that this application is not e guarantee of grant asaistanoe, and that grants is at the sole discretion of the Boynton Beach Community Redevelopment Initia Is Page 11of13 ~° Rent Reimbursement 7lONorth Federal Highway, Boynton Beach, FL33435—Phone: (56l)737`3256Fax: (56I)737`22S8 vvm/vv.caLchboynton.corn I understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Plan, and that the Boynton Beach Community Redevelopment Agency may decline my application for any legal reason, including the reason that granting the award will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency may, at its sole discretion, discontinue subsidy payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer benefiting the furtherance of the Boynton Beach Community Redevelopment Plan. I hereby waive my rights under the privacy and confidentiality provision act, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the Boynton Beach Community Redevelopment Agency to run a credit report as part of this application, and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the Boynton Beach Community Redevelopment Agency or its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. Initials—" Page 12 of 13 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 — Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.catchboynton.com 't is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. N 14 All Me Date Principal/Owner's Signature Datia Printed Name Title Principal/Owner's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures. Multiple notary pages may be used if signing individually. STATE OF c),L COUNTY OF BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledge ments, personally appeared Mion PfRI 1-3 RIM 1111 VA n i 6 A ife[ larol 0 1 0 , 0 W11111"111610111 g IN WITNESS OF THE FOREGOING, I have s -M County aforesaid on this day of hand and official seal in the State and o (jk- 20 /1 1. \ j j J L N N AY P ARY PUBLIC V Cornrnis� y Commission Expires: Page 10 of 11 Lauren A. Araneo 710 N. Federal Highway Notary Public Boynton Beach, Fl, 33435 'State of Florida Phone 561-737-3256 Fax 561-737-32 My Commission Expires 4/18/2020 www,catchbo 4 m�3�ftb�tomqom Commission No. FF 983473 2. J /� 1-2�=n= Printed Narne Title Landlord's Signature Date Printed Name Title Notary as toPrinuipayOw/nerlsSignatures - Multiple notary pages may beused /f signing individually STATE OF COUNTY OF BEFORE ME, officer duly authorized acknowledgements, personally appeared who is/are p2La2D.g���� or produced as k]entUication, and acknowledged fie/she executed the foregoing Agreement for the use and purposed mentioned initand that the instrument ishis/her act and deed, IN WITNESS OF THE FDREB0|NG, | have set my hand and official sepi in the Gbah* and County afurooaid on this day of JUANA HIR@JDO - NYCOMMISSION xFp172139 NO PUBLIC � EXPIRES: October 28 2O18 ^/ ��yCnnnmissionExpirea � Page l4ofl] Rent Reimbursement 7l0North Federal Highway, Boynton Beach, FL53435-Phone: (56l)737`3266Fax: (66l)737.3268 mvvw.catchboyn1onzum LEASE AGREEMENT CH REALTY VII-PSREG BOYNTON BEACH LAS VENTANAS, L.L.C., AS LANDLORD, AND BOYNTON STRETCH LLC, AS TENANT DATED - A &L «4'R`- , 2017 THE SHOPPES AT LAS VENTANAS BOYNTON BEACH, PALM BEACH COUNTY, FLORIDA BASIC LEASE INFORMATION Lease Date: 14 -. tqg^ , 2017 Landlord CH REALTY VII-PSREG BOYNTON BEACH LAS VENTANAS, L.L.C., a Delaware limited liability company Tenant BOYNTON STRETCH LLC, a Florida limited liability company Premises: The area known as A-311 E. Woolbright Road, Boynton Beach, Florida 33435 containing 1,229 rentable square feet described on the plan attached as Exhibit A, being part of the shopping center commonly known as The Shoppes at Las Ventanas (the "Shopping Center"), which is situated on the property described in Exhibit B. The Shopping Center is part of a mixed use development known as Las Ventanas, which is comprised of retail and residential uses. The term "Shopping Center" includes the retail portion of the property described in Exhibit B, together with the improvements thereon, including the first floor of the building in which the Premises are located (the 'Building"), and such additions and other changes as Landlord may, from time to time, designate as being included within the Shopping Center. Exhibit A is attached hereto solely for the purpose of locating the Premises within the Shopping Center and depicting the general layout of the Shopping Center and shall not be deemed to be a representation, warranty or agreement by Landlord as to any information shown thereon or that the Shopping Center or stores be exactly as indicated thereon. Term: 63 full calendar months, plus any partial month from the Commencement Date to the end of the month in which the Commencement Date falls, starting on the Commencement Date and ending at 5:00 p.m. local time on the last day of the 63'd full calendar month following the Commencement Date, subject to adjustment and earlier termination as provided in the Lease. The "Commencement Date" means the earlier of the following dates: (a) the date upon which Tenant opens the Premises to the public for business, or (b) 60 days after the date on which Landlord tenders possession of the Premises to Tenant Minimum Rent: Minimum Rent shall be the fo owing amounts for the following periods of time: Lease Month Annual Minimum Rent Rate Per Rentable Square Foot Monthly Minimum Rent 1-12 $19.50 $1,997.13 13-24 $20.09 $2,057.55 25-36 $20.69 $2,119.00 3748 $21.31 $2,182.50 49-60 $21.95 $2,248.05 61-63 $22.61 $2,315.64 64-123 (if applicable) Prevailing Rental Rate established in accordance with Exhibit K Prevailing Rental Rate established in accordance with Exhibit K As used herein, the term "Lease Month" means each calendar month during the Term (and if the Commencement Date does not occur on the first day of a calendar month, the period from the Commencement Date to the first day of the next calendar month shall be included in the first Lease Month for purposes of determining the duration of the Term and the monthly Minimum Rent rate applicable for such partial month). Percentage Rent Rate: 0%. No Percentage tient is due from Tenant hereunder. Security Deposit: $3,000.00. Rent: Minimum Rent, Percentage Rent, Additional Rent and all other sutras that Tenant may owe to Landlord or otherwise be required to pay under the Lease. Permitted Use: Providing practitioner -assisted stretching services, and for no other business or purpose, provided however, in no event shall the operation of Tenant's business within the Premises violate any exclusive or prohibited use set forth on E IJIBIT I attached hereto. Trade Name: Stretch Zone Tenant's Proportionate 2,9%", which is the percentage obtained by dividing (a) the number of rentable square feet Share: in the Premises as stated above by (b) the 42,256 rentable square feet in the Shopping Center. Landlord and Tenant stipulate that the number of rentable square feet in the Premises and in the Shopping Center set forth above is conclusive and shall be binding upon them. Tenant's Proportionate Share is subject to adjustment as provided in Section 6(c) of the Lease. Common Area $6,145.00 annually for the period from Lease Month 1 through and including Lease Charge: Month 12 (the "First Lease Year", and such first Lease Year and each 12 -month period during the Tenn thereafter, each, a "Lease Year"'), payable $512.08 per month in accordance with Section 6(b) of this Lease. Commencing on the first day of each Lease Year following the first Lease Year, the annual Common Area Charge shall increase by five percent (5%) over the Common Area Charge for the previous Lease Year. Initial Liability Insurance Amount: Initial Monthly Payment of Rent: Tenant's Address: Landlord's Address: $3,000,000. The following shall constitute Tenant's initial nieonthly payment of Rent required pursuant to Sections 3, 6(b), and 66d of the Lease, which shall be adjusted as and when required under the terms of the Lease: Minimum Rent $1,997.13 Additional Rent `T'enant's Monthly Common Area Charge $512.08 Tenant's Proportionate Share of Retail Area Expenses $358.46 Total Initial Monthly Payment x2,867.67 Prior to Commencement Date: Boynton Stretch LLC tJ Attention: cc,_ Telephone: -I -it - , Telecopy: For all Notices: CH Realty VII-PSREG Boynton Keach Las Ventanas, L.L.C. c/o Southeast Centers, LLC 1541 Sunset Drive, Suite 300 Coral Gables, Florida 33143 Attention: Property Manager Telephone: 561-347-0888 Telecopy: 561-347-1669 Following Commencement Date: Bo ton Stretch LLC Attention: t,c�a '+ Telephone: %/ - ) Telecopy: -_ With a copy to: CH Realty VII-PSREG Boynton Beach Las Ventanas, L.L.C. 3819 Maple Avenue Dallas, Texas 75219 Attention: Asset Manager — Las Ventanas (Retail) 'Telephone: 214-661-8000 Telecopy: 214445-0949 The foregoing Basic Lease Inforamation is incorporated into and made a part of the Lease identified above. If any conflict exists between any Basic Lease Information and the Lease, then the Lease shall control. LANDLORD: WITNESSES: Printed Name prin Name f 1w"1118lA WITH Printed Name I'nnted Name ° r, t i i L Giy CII REALTY VII-PSREO BOYNTON BEACH LAS VENTANAS, L.L.O., a Delaware limited liability company By: PSREG Las Ventanas, LLC;, a Georgia limited liability company, its manager By: Pollack Shores Real Estate Group, LLC, a Georgia limited liability company, its mina Nasme:'�r''� cltF Title: p it dq -(*fi- BOYNTON STRETCH I:,LC, a Florida limited liability company By: Title: TABLE OF CONTENTS Page No. 1. Definitions and Basic Provisions........................................................................................................................... l 2. Premises; Construction.......................................................................................................................................... l (a) Lease Grant................................................................................................................................................ l (b) Construction and Acceptance of Premises................................................................................................. l (c) Tender of Possession.................................................................................................................................1 Rent.......................................................................................................................................................................2 (a) (a) Payment.....................................................................................................................................................2 (b) Minimum Rent..........................................................................................................................................2 (c) Percentage Rent.........................................................................................................................................2 (d) Gross Sales................................................................................................................................................2 (e) Sales Reports and Records........................................................................................................................ 3 (I) Additional Rent.........................................................................................................................................3 4. Delinquent Payment; Handling Charges...............................................................................................................3 5. Security Deposit....................................................................................................................................................4 6. Common Area.......................................................................................................................................................4 (a) Common Area...........................................................................................................................................4 (b) Common Area Charge...............................................................................................................................4 (c) Right to Convert Method of Reimbursement for Common Area Costs.....................................................4 (d) Retail Area Expenses.................................................................................................................................5 (e) Tenant's Proportionate Share..............................................................................................•.....................5 7. Improvements; Alterations; Repairs; Maintenance; Utilities................................................................................5 (a) Improvements; Alterations........................................................................................................................ 5 (b) Repairs; Maintenance................................................................................................................................ 6 (c) Performance of Work................................................................................................................................ 6 (d) Mechanic's Liens....................................................................................................................................... 6 (e) Use of Roof...............................................................................................................................................7 (f) Signs; Store Fronts....................................................................................................................................7 (g) Utilities......................................................................................................................................................7 Useand Care of the Premises................................................................................................................................8 (a) Use and Operations....................................................................................................................................8 (b) Impact on Insurance.................................................................................................................................. 8 (c) Limitations on Operations......................................................................................................................... 8 (d) Care of the Premises..................................................................................................................................8 (e) Display Windows......................................................................................................................................9 (I) Permits and Licenses.................................................................................................................................9 (g) Allocation of Space within Premises.........................................................................................................9 (h) Open for Business......................................................................................................................................9 (i) No Solicitations.........................................................................................................................................9 6) Compliance with Law................................................................................................................................9 9. Assignment and Subletting..................................................................................................................................10 (a) Transfers..................................................................................................................................................10 (b) Consent Standards...................................................................................................................................10 TABLE OF CONTENTS (continued) Page No. (c) Request for Consent................................................................................................................................10 (d) Conditions to Consent.............................................................................................................................10 (e) Attornment by Subtenants.......................................................................................................................11 (f) Cancellation.............................................................................................................................................11 (g) Additional Compensation........................................................................................................................ l l (h) Permitted Transfers.................................................................................................................................11 10. Insurance; Waivers; Subrogation; Indemnity..................................................................................................12 (a) Tenant's Insurance...................................................................................................................................12 (b) Landlord's Insurance................................................................................................................................12 (c) No Subrogation; Waiver of Property Claims............................................. .............................................. 13 (d) Indemnity.................................................................................................................................................13 (e) Cost of Landlord's Insurance...................................................................................................................13 11. Subordination; Attornment; Notice to Landlord's Mortgagee.........................................................................13 (a) Subordination..........................................................................................................................................13 (b) Attornment...............................................................................................................................................14 (c) Notice to Landlord's Mortgagee..............................................................................................................14 (d) Landlord's Mortgagee's Protection Provisions.........................................................................................14 12. Rules and Regulations.....................................................................................................................................14 13. Condemnation.................................................................................................................................................14 (a) Total Taking............................................................................................................................................14 (b) Partial Taking - Tenant's Rights..............................................................................................................14 (c) Partial Taking - Landlord's Rights...........................................................................................................15 (d) Temporary Taking...................................................................................................................................15 15 (e) Award...................................................................................................................................................... 14. Fire or Other Casualty.....................................................................................................................................15 (a) Repair Estimate.......................................................................................................................................15 (b) Tenant's Rights........................................................................................................................................15 (c) Landlord's Rights.....................................................................................................................................15 (d) Repair Obligation....................................................................................................................................15 (e) Continuance of Tenant's Business; Rental Abatement............................................................................16 15. Taxes...............................................................................................................................................................16 (a) Personal Property Taxes..........................................................................................................................16 (b) Taxes.......................................................................................................................................................16 (c) Tax Consultant; Contest of Taxes by Landlord.......................................................................................17 16. Events of Default.............................................................................................................................................17 (a) Payment Default......................................................................................................................................17 (b) Abandonment..........................................................................................................................................17 (c) Attachment..............................................................................................................................................17 (d) Estoppel...................................................................................................................................................17 (e) Insurance.................................................................................................................................................17 (I) Mechanic's Liens.....................................................................................................................................17 (g) Other Defaults.........................................................................................................................................17 (h) Insolvency...............................................................................................................................................17 17. Remedies.........................................................................................................................................................18 (a) Termination of Lease...............................................................................................................................18 ii TABLE OF CONTENTS (continued) Page No. (b) Termination of Possession.......................................................................................................................18 (a) (c) Perform Acts on Behalf of Tenant...........................................................................................................18 (b) (d) Suspension of Services............................................................................................................................18 (c) (e) Distress for Rent......................................................................................................................................18 (d) (i Alteration of Locks..................................................................................................................................18 (e) 18. Payment by Tenant; Non -Waiver; Cumulative Remedies...............................................................................19 (a) Payment by Tenant..................................................................................................................................19 (b) No Waiver...............................................................................................................................................19 (c) Cumulative Remedies..............................................................................................................................19 (d) Tenant Waiver.........................................................................................................................................19 19. Landlord's Lien................................................................................................................................................19 20. Surrender of premises......................................................................................................................................19 21. Holding Over...................................................................................................................................................20 22. Certain Rights Reserved by Landlord............................................................................................................. 20 (a) Shopping Center Operations....................................................................................................................20 (b) Security ....................................................................................................................................................20 (c) Prospective Purchasers and Lenders........................................................................................................20 (d) Prospective Tenants.................................................................................................................................20 23. Substitution Space...........................................................................................................................................20 24. Miscellaneous..................................................................................................................................................21 (a) Landlord Transfer....................................................................................................................................21 (b) Landlord's Liability .................................................................................................................................21 (c) Force Majeure..........................................................................................................................................21 (d) Brokerage................................................................................................................................................ 21 (e) Estoppel Certificates................................................................................................................................21 (f) Notices.....................................................................................................................................................22 (g) Separability ..............................................................................................................................................22 (h) Amendments; Binding Effect; No Electronic Records............................................................................22 (i) Quiet Enjoyment......................................................................................................................................22 0) No Merger ............................................................................................................................................... 22 (k) No Offer..................................................................................................................................................22 (1) Entire Agreement..................................................................................................................................... 22 (m) Waiver of Jury Trial................................................................................................................................22 (n) Governing Law........................................................................................................................................23 (o) Recording................................................................................................................................................ 23 (p) Water or Mold Notification..................................................................................................................... 23 (9) Joint and Several Liability .......................................................................................................................23 (r) Financial Reports.....................................................................................................................................23 (s) Landlord's Fees........................................................................................................................................23 (t) Telecommunications................................................................................................................................23 (u) Confidentiality .........................................................................................................................................23 (v) Tenant's Restriction................................................................................................................................. 24 (w) Authority .................................................................................................................................................24 (x) Hazardous Materials................................................................................................................................ 24 (y) List of Exhibits........................................................................................................................................ 24 (z) Prohibited Persons and Transactions.......................................................................................................25 iii TABLE OF CONTENTS (continued) Page No. (aa) Radon Notice...........................................................................................................................................25 25. Other Provisions..............................................................................................................................................25 (a) Guaranty..................................................................................................................................................25 iv LIST OF DEFINED TERMS Page No. or Exhibit No. AdditionalRent.............................................................................................................................................................3 Affiliate......................................................................................................................................................................... l BasicLease Information................................................................................................................................................1 Building i Building's Structure.......................................................................................................................................................1 Building's Systems.......................................................................................................................................................16 Casualty....................................................................................................................................................................... CodeModification.......................................................................................................................................................10 Collateral..................................................................................................................................................................... 21 CommencementDate.....................................................................................................................................................i CommonArea...............................................................................................................................................................4 CommonArea Charge...................................................................................................................................................ii CommonArea Costs.....................................................................................................................................................5 DamageNotice............................................................................................................................................................16 DefaultRate...................................................................................................................................................................4 EstimatedDelivery Date.........................:....................................................................................................................1$ Eventof Default.......................................................................................................................................................... FirstLease Year............................................................................................................................................................ii GAAP..........................................................................................................................................................................13 GrossSales....................................................................................................................................................................2 Guarantor.................................................................................................................................................................... J-1 HazardousMaterials....................................................................................................................................................26 including........................................................................................................................................................................ l InitialLiability Insurance Amount................................................................................................................................ii .. Initial Monthly Payment of Rent .......................................... 11 InsuranceCosts...........................................................................................................................................................14 Landlord......................................................................................................................................................................... i Landlord's Mortgagee..................................................................................................................................................15 Landlord's Work............................................................................................................................................................ l Law................................................................................................................................................................................ l Laws..............................................................................................................................................................................1 Lease.............................................................................................................................................................................1 LeaseDate...................................................................................................................................................................... i LeaseMonth................................................................................................................................................................... i LeaseYear.....................................................................................................................................................................ii Loss.............................................................................................................................................................................14 MinimumRent............................................................................................................................................................... i MonthlyCommon Area Charge...................................................................................................................................15 Mortgage.....................................................................................................................................................................11 OFAC.......................................................................................................................................................................... PercentageRent.............................................................................................................................................................2 PercentageRent Rate....................................................................................................................................................12 PermittedTransfer....................................................................................................................................................... PermittedTransferee...................................................................................................................................................12 PermittedUse................................................................................................................................................................ii Premises......................................................................................................................................................................... i PrevailingRental Rate...............................................................................................................................................K-1 PrimaryLease..............................................................................................................................................................15 PunchlistItems..........................................................................................................................................................G-1 Rent............................................................................................................................................................................... RepairPeriod...............................................................................................................................................................16 V LIST OF DEFINED TERMS (continued) Paae No. or Exhibit No. M RestrictedArea............................................................................................................................................................26 RetailArea Expenses.....................................................................................................................................................5 Security Deposit ........................... ShoppingCenter...........................................................................................................................................................16 Taking......................................................................................................................................................................... TangibleNet Worth.....................................................................................................................................................13 Taxes...........................................................................................................................................................................18 TelecommunicationsServices.....................................................................................................................................25 Tenant............................................................................................................................................................................. i TenantParty..................................................................................................................................................................1 l Tenant's Off -Premises Equipment................................................................................................................................. Tenant's Proportionate Share.........................................................................................................................................ii Tenant's Work...............................................................................................................................................................1 Term............................................................................................................................................................................... i TradeName...................................................................................................................................................................ii Transfer.......................................................................................................................................................................11 21 UCC............................................................................................................................................................................. M LEASE This Lease Agreement (this "Lease") is entered into as of , 2017, between CH REALTY VII-PSREG BOYNTON BEACH LAS VENTANAS, L.L.C., a Delaware limited liability company ("Landlord"), and BOYNTON STRETCH LLC, a Florida limited liability company ("Tenant'). 1. Definitions and Basic Provisions. The definitions and basic provisions set forth in the Basic Lease Information (the "Basic Lease Information") executed by Landlord and Tenant contemporaneously herewith are incorporated herein by reference for all purposes. Additionally, the following terms shall have the following meanings when used in this Lease: "Affiliate" means any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with the party in question; "Building's Structure" means the Building's exterior walls, roof, elevator shafts (if any), footings, foundations, structural portions of load-bearing walls, structural floors and subfloors, and structural columns and beams; "Building's Systems" means the Building's HVAC system (if it serves portions of the Shopping Center in addition to or other than the Premises) and the Building's life -safety, plumbing, electrical and mechanical systems; "including" means including, without limitation; "Laws" means all federal, state, and local laws, ordinances, rules and regulations, all court orders, governmental directives, and governmental orders and all interpretations of the foregoing, and all restrictive covenants affecting this Lease or the Shopping Center, and "Law" means any of the foregoing; "Tenant's Off - Premises Eauiument" means any of Tenant's equipment or other property that may be located on or about the Shopping Center (other than inside the Premises); and "Tenant Party' means any of the following persons: Tenant; any assignees claiming by, through, or under Tenant; any subtenants claiming by, through, or under Tenant; and any of their respective agents, contractors, employees, licensees, guests and invitees. . 2. Premises, Construction. (a) Lease Grant. Subject to the terms of this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, the Premises. (b) Construction and Acceptance of Premises. If Exhibit D hereto provides for Work to be performed by Landlord, then Landlord shall construct improvements in the Premises to the extent provided in Exhibit D (such Work, if any, to be performed by Landlord being herein sometimes referred to as "Landlord's Work"). Tenant shall accept possession of the Premises upon Landlord's tender of possession thereof to Tenant (with Landlord's Work, if any, Substantially Completed) and shall diligently perform the Work, if any, required to be performed by Tenant pursuant to Exhibit D (such Work, if any, to be performed by Tenant being herein sometimes referred to as "Tenant's Work") in accordance with Section 7 and Exhibit D and install its fixtures, furniture and equipment. Tenant shall pay all utility and similar costs incurred in performing Tenant's Work. By initiating Tenant's Work in the Premises (or if no Tenant's Work is to be performed by Tenant, then by occupying the Premises), Tenant shall be deemed to have accepted the Premises in their condition as of the date of such initiation of Tenant's Work (or the date of such occupancy, as the case may be), subject to the performance of. punch -list items that remain to be performed by Landlord, if any. Occupancy of the Premises by Tenant prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Minimum Rent, Percentage Rent and Additional Rent. (c) Tender of Possession. Landlord and Tenant anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about the date that is five (5) business days after the Lease Date (the "Estimated Delivery Date'). If Landlord is unable to tender possession of the Premises in such condition to Tenant by the Estimated Delivery Date, then (1) the validity of this Lease shall not be affected or impaired thereby, (2) Landlord shall not be in default hereunder or be liable for damages therefor, and (3) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Within ten days after request by Landlord, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit G hereto confirming (A) the Commencement Date and the expiration date of the initial Term, (B) that Tenant has accepted the Premises, and (C) that Landlord has performed all of its obligations (if any) with respect to the Premises (except for punch -list items, if any, specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Tenant shall furnish to Landlord a certificate of occupancy from applicable authorities before commencing business in the Premises. This RETAIL LEASE, Page 1 Lease shall create the relationship of landlord and tenant between Landlord and Tenant; no estate shall pass out of Landlord, and Tenant has only a usufruct which is not subject to levy or sale. Landlord discloses to Tenant, and Tenant acknowledges, that Landlord is the owner of record of the Building and of the Premises and that Southeast Centers, L.L.C. (the "Manager") is authorized to manage the Building and the Premises on behalf of Landlord. The address of Landlord and the address of the Manager are each set forth in the Basic Lease Information. 3. Rent. (a) Payment. Tenant shall timely pay to Landlord Rent, without notice, demand, deduction or set-off (except as otherwise expressly provided herein) by good and sufficient check drawn on a national banking association, at Landlord's address provided for in this Lease or as otherwise specified by Landlord and shall be accompanied by all applicable state and local sales or use taxes. The obligations of Tenant to pay Rent to Landlord and the obligations of Landlord under this Lease are independent obligations. (b) Minimum Rent. Minimum Rent shall be payable monthly in advance. The first monthly installment of Minimum Rent shall be payable contemporaneously with the execution of this Lease; thereafter, Minimum Rent shall be payable on the first day of each month beginning on the first day of the fourth (411) Lease Month. The monthly Rent for any partial month at the beginning of the Term shall equal the product of 1/365 of the annual Rent in effect during the partial month and the number of days in the partial month, and shall be due on the Commencement Date. Payment of Rent for any fractional calendar month at the end of the Term shall be similarly prorated. If Tenant has not opened for business in the Premises by the Commencement Date, then the daily Minimum Rent shall be increased by 50% until Tenant does open for business. (c) Percentage Rent. In addition to Minimum Rent, Tenant shall pay to Landlord, for each calendar year during the Term, percentage rent ("Percentage Rent") determined by (1) multiplying the total Gross Sales (as defined herein) for the particular calendar year by the Percentage Rent Rate stated in the Basic Lease Information, and then (2) subtracting from the product thus obtained the Minimum Rent paid by Tenant to Landlord for such calendar year. Percentage Rent shall be paid in monthly installments as follows: On or before the 10th day of each calendar month during the Term, Tenant shall pay to Landlord, after deducting therefrom the Minimum Rent paid by Tenant for the preceding calendar month, a sum of money equal to the product of the Percentage Rent Rate multiplied by the total Gross Sales for such preceding calendar month. If the total of the monthly payments of Percentage Rent for any calendar year is not equal to the annual Percentage Rent computed on the amount of Gross Sales for such calendar year in accordance with the Percentage Rent Rate, then Tenant shall pay to Landlord any deficiency or Landlord shall refund to Tenant any overpayment, as the case may be, within 60 days after the end of such calendar year. In no event shall the Rent to be paid by Tenant and retained by Landlord for any calendar year be less than the annual Minimum Rent herein specified. Percentage Rent for any partial calendar year falling within the Term shall be paid at the Percentage Rent Rate for all Gross Sales made during such partial calendar year, after deducting therefrom all payments of Minimum Rent for such partial calendar year, such Percentage Rent to be paid in monthly installments (and reconciled after the end of such partial calendar year) as provided above with respect to full calendar years. (d) Gross Sales. As used herein, the term "Gross Sales" shall include the entire amount of the sales price, whether for cash or otherwise, of all sales of merchandise (including gift and merchandise certificates) and services, and all other receipts whatsoever (including interest, time price differential, finance charges, service charges, credit and layaway sales), of all business conducted in or from the Premises, including mail or telephone orders received or filled at the Premises, deposits not refunded to purchasers, orders taken, although filled elsewhere, sales to employees, sales through vending machines or other devices, sales by any sublessee, concessionaire or licensee or otherwise in the Premises, and proceeds of business interruption or similar insurance. No discounts shall be deducted from any actual sale price for any selected category of customer. Each sale or layaway upon installment or credit shall be treated as a sale for the full price in the month during which such sale was made. No deduction shall be allowed for uncollected or uncollectible credit accounts, service charges, finance charges, bank card charges or postage fees. Gross Sales shall not include (1) sums collected and paid out for any sales or direct excise tax imposed by any governmental authority, (2) the exchange of merchandise between other stores of Tenant where such exchanges are made solely for the convenient operation of Tenant's business and not for the purpose of consummating a sale made from the Premises or to deprive Landlord of the benefit of a sale which otherwise would be made from the Premises, (3) returns to shippers or manufacturers, (4) cash or credit refunds RETAIL LEASE, Page 2 made upon any sale where the merchandise sold is returned by purchaser and accepted by Tenant, (5) sales to Tenant's employees (not to exceed, in the aggregate for the period for which Percentage Rent is determined, 2% of Gross Sales for such period), or (6) sales of Tenant's fixtures. (e) Sales Reports and Records. By the 10th day of each month Tenant shall deliver to Landlord a statement of Gross Sales for the preceding calendar month and for the calendar year to date, certified by Tenant to be accurate, such statement shall reflect total Gross Sales and Gross Sales per rentable square foot of area in the Premises. Within 60 days after the expiration of each calendar year and within 60 days after termination of this Lease, Tenant shall deliver to Landlord a like statement of Gross Sales for the preceding calendar year (or partial calendar year), certified to be correct by an independent certified public accountant or by an officer of Tenant if Tenant is a publicly held corporation, and shall pay to Landlord any Percentage Rent due for such calendar year (or partial calendar year). Tenant shall furnish similar statements for any licensees, concessionaires and subtenants. All such statements shall be in such form and shall be accompanied by such supporting information as Landlord may require. If any such statement discloses an error in the calculation of the Percentage Rent for any period, an appropriate adjustment shall be made. If Tenant fails to timely furnish any Gross Sales statement, Landlord may charge a fee of twenty-five dollars ($25.00) per day until the required statement is furnished, from and after the 10th day following the date on which such statement was due. Tenant shall record at the time of sale, in the presence of the customer, all receipts from sales or other transactions in a cash register having a cumulative total which shall be sealed in a manner approved by Landlord, or by using other computerized, point-of-sale equipment provided that such equipment and the records produced thereby are adequate to enable the proper computation of Gross Sales and Percentage Rent hereunder. Tenant shall keep at the Premises or at Tenant's principal office within the United States a complete and accurate set of books and records of Gross Sales and all supporting records such as tax reports, banking records, cash register tapes, sales slips and other sales records, which shall be preserved for at least 36 months after the end of the calendar year to which they relate, and if Landlord shall inspect, copy and/or audit Tenant's statements for such calendar year, such books, records and evidence shall continue to be preserved until such inspection and/or audit has been concluded. Landlord and its agents may, at any reasonable time, inspect, copy and/or audit any or all of Tenant's books and accounts, documents, records, sales tax returns, papers and files, which shall in any manner relate to Gross Sales, and at Landlord's request, Tenant shall make all such data available for such examination at such reasonable times as Landlord shall specify. If it is determined by any such audit that any statement previously delivered to Landlord by Tenant was not accurate, an adjustment shall be made, and one party shall pay to the other party upon demand such sums as may be necessary so that the correct amount of Percentage Rent shall have been paid by Tenant to Landlord. If any Gross Sales statements are not submitted by Tenant or if the statements submitted are found to be incorrect to an extent of more than three percent (3%) over the figures submitted by Tenant, Tenant shall pay for Landlord's inspection or audit on demand. Additionally, if such audit reflects that the statements submitted by Tenant are incorrect to an extent of more than ten percent (10%) over the figures submitted by Tenant, then Landlord, in addition to all other remedies, may terminate this Lease upon giving five days' written notice thereof to Tenant. This provision shall survive termination or expiration of this Lease. (f) Additional Rent. In addition to Minimum Rent and Percentage Rent, Tenant shall pay, as "Additional Rent" hereunder: (1) Tenant's Common Area Charge, as set forth in Section 6(b), (2) Tenant's Proportionate Share of Retail Area Expenses, as set forth in Section 6(d), (3) if applicable, Tenant's Proportionate Share of Common Area Costs, as set forth in Section 6(c), and (4) any other monetary obligations due under the terms of this Lease. 4. Delinquent Payment; Handling Charges. All payments required of Tenant hereunder not received within three business days of the due date shall bear interest from the date due until paid at the lesser of eighteen percent per annum or the maximum lawful rate of interest (such lesser amount is referred to herein as the "Default Rate"); additionally, Landlord, in addition to all other rights and remedies available to it, may charge Tenant a fee equal to five percent of the delinquent payment -to reimburse Landlord for its cost and inconvenience incurred as a consequence of Tenant's delinquency. In no event, however, shall the charges permitted under this Section 4 or elsewhere in this Lease, to the extent they are considered to be interest under applicable Law, exceed the maximum lawful rate of interest. Notwithstanding the foregoing, the late fee referenced above shall not be charged with respect to the first occurrence (but not any subsequent occurrence) during any 12 -month period that Tenant fails to make payment within three business days of the due date, until five days after Landlord delivers written notice of such delinquency to Tenant. RETAIL LEASE, Page 3 5. Security Deposit. Contemporaneously with the execution of this Lease, Tenant shall pay to Landlord the Security Deposit, which shall be held by Landlord to secure Tenant's performance of its obligations under this Lease. The Security Deposit is not an advance payment of Rent or a measure or limit of Landlord's damages upon an Event of Default (as defined herein). Landlord may, from time to time following an Event of Default and without prejudice to any other remedy, use all or a part of the Security Deposit to perform any obligation Tenant fails to perform hereunder. Following any such application of the Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. Subject to the requirements of, and conditions imposed by, Laws applicable to security deposits under commercial leases, Landlord shall, within the time required by applicable Law, return to Tenant the portion of the Security Deposit remaining after deducting all damages, charges and other amounts permitted by Law. Landlord and Tenant agree that such deductions shall include, without limitation, all damages and losses that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach of this Lease by Tenant. The Security Deposit may be commingled with other funds, and no interest shall be paid thereon. If Landlord transfers its interest in the Premises, Landlord will assign the Security Deposit to the transferee and, upon such transfer and the delivery to Tenant of an acknowledgement of the transferee's responsibility for the Security Deposit as provided by Law, Landlord thereafter shall have no further liability for the return of the Security Deposit. 6. Common Area. (a) Common Area. As used herein, the "Common Area" means the part of the Shopping Center designated by Landlord from time to time for the common use of all tenants, including parking areas, sidewalks, landscaping, curbs, loading areas, private streets and alleys, lighting facilities, hallways, malls, and restrooms, all of which are subject to Landlord's sole control. Landlord may from time to time: change the dimensions and location of the Common Area, as well as the location, dimensions, identity and type of buildings; construct additional buildings or additional stories on existing buildings or other improvements in the Shopping Center, and eliminate buildings. Tenant and its employees, customers, subtenants, licensees and concessionaires shall have a non-exclusive license to use the Common Area in common with Landlord, other tenants of the Shopping Center and other persons permitted by Landlord to use the same. Landlord may promulgate and modify from time to time rules and regulations for the safety, care or cleanliness of the Shopping Center which shall be complied with by Tenant and its employees, agents, visitors and invitees. Landlord may temporarily close any part of the Common Area for such periods of time as may be necessary to prevent the public from obtaining prescriptive rights or to make repairs or alterations. Landlord may designate areas in which Tenant's employees shall be required to park, and Tenant shall cause its employees to park in such areas. (b) Common Area Charge. During each month of the Term, Tenant shall pay a sum equal to one -twelfth (1/12) of Tenant's then applicable annual Common Area Charge (the "Monthly Common Area Charge') monthly in advance, concurrently with Minimum Rent. The annual Common Area Charge for the First Lease Year shall be the annual Common Area Charge specified in the Basic Lease Information. Commencing on the first day of each Lease Year following the First Lease Year, the annual Common Area Charge shall increase by five percent (5%) over the annual Common Area Charge for the previous Lease Year. The Common Area Charge represents Tenant's share of Landlord's cost (or contribution) to own, operate, administer, manage, maintain, replace, improve and repair the Common Area, plus an administration charge of fifteen percent (15%) of all such'costs, and includes, without limitation, the items specified on Exhibit C (collectively, "Common Area Costs"). The first Monthly Common Area Charge shall be payable contemporaneously with the execution of this Lease; thereafter, the Monthly Common Area Charge shall be payable on the first day of each month beginning on the first day of the second (21) Lease Month. The Monthly Common Area Charge for any partial month at the beginning of the Term shall equal the product of 1/365 of the annual Common Area Charge in effect during the partial month and the number of days in the partial month, and shall be due on the Commencement Date. Payment of the Common Area Charge for any fractional calendar month at the end of the Term shall be similarly prorated. Tenant acknowledges and agrees that Tenant's Common Area Charge is an agreed-upon amount, adjusted annually by fixed percentage and not subject to actual costs; it is non -contestable, not subject to review and subject only to the adjustment as set forth in this Section. Tenant shall have no right to audit Landlord's books and records. (c) Right to Convert Method of Reimbursement for Common Area Costs. Notwithstanding anything contained in this Lease to the contrary, Landlord may, upon thirty (30) days' notice to Tenant, convert the method by which it is reimbursed for Common Area Costs in accordance with the following: RETAIL LEASE, Page 4 Tenant shall pay its Proportionate Share of the Common Area Costs, as Additional Rent. Tenant's Proportionate Share of Common Area Costs shall be paid in monthly installments, concurrently with Minimum Rent, based upon Landlord's good faith estimate, from time to time, of Common Area Costs. Tenant's initial payment is based upon Landlord's estimate of Common Area Costs for the Lease Year in question, and the monthly payments thereof (and future payments) are subject to increase or decrease as determined by Landlord from time to time to reflect an accurate estimate of actual Common Area Costs. Within 120 days (or a reasonable time thereafter) after the end of each calendar year, Landlord shall deliver to Tenant a statement of Common Area Costs for such calendar year and Tenant shall pay Landlord or Landlord shall credit Tenant (or, if such adjustment is at the end of the Term, pay Tenant), within 30 days of receipt of such statement, the amount of any excess or deficiency in Tenant's payment of its Proportionate Share of Common Area Costs for such calendar year. (d) Retail Area Expenses. During each month of the Term, Tenant shall make a monthly payment to Landlord equal to 1112 of its Proportionate Share of Retail Area Expenses (as defined below) that will be due and payable for the fiscal tax year or calendar year, as applicable, in which such month occurs. For purposes hereof, "Retail Area Expenses" shall mean, collectively, the Taxes and Insurance Costs. Tenant authorizes Landlord to use the funds deposited with Landlord under this Section 6(d) to pay the Taxes levied or assessed against the Shopping Center and the cost of the property and liability insurance carried by Landlord for the Shopping Center. Each payment of Retail Area Expenses shall be due and payable at the same time as, and in the same manner as, the payment of Minimum Rent as provided herein. The initial monthly payment of Retail Area Expenses is based upon Landlord's good faith estimate of (i) with respect to Taxes, Tenant's Proportionate Share of Retail Area Expenses for the fiscal tax year in which the Commencement Date is to occur and (ii) with respect to Insurance Costs, Tenant's Proportionate Share of the estimated Insurance Costs for the remainder of the first calendar year. The monthly payment of Retail Area Expenses is subject to increase or decrease as determined by Landlord to reflect accurately Tenant's Proportionate Share of Taxes and/or Insurance Costs, as applicable. If following Landlord's receipt of all Tax bills and/or bills for the insurance premiums for the applicable time period, Landlord determines that Tenant's total payments of Retail Area Expenses for such period are less than Tenant's actual Proportionate Share of the Retail Area Expenses, Tenant shall pay to Landlord the difference upon demand; if Tenant's total payments of Retail Area Expenses exceed Tenant's actual Proportionate Share of the Retail Area Expenses, Landlord shall retain such excess and credit it to Tenant's future payments of Retail Area Expenses (unless such adjustment is at the end of the Term, in which event Landlord shall refund such excess to Tenant). Any payment to be made pursuant to this Section 6(d) with respect to the real estate tax year in which this Lease commences or terminates shall bear the same ratio to the payment that would be required to be made for the full tax year as that part of such tax year covered by the Term of this Lease bears to a full tax year. (e) Tenant's Proportionate Share. Notwithstanding any contrary provision herein, in calculating Tenant's Proportionate Share of Retail Area Expenses, the following provisions shall apply: (1) in the case of Insurance Costs, Tenant's Proportionate Share of Landlord's cost of casualty insurance shall exclude from the rentable area of the Shopping Center (used in the calculation of Tenant's Proportionate Share) the rentable square feet of any building in the Shopping Center which is separately insured by the tenant of such building, and which tenant as a result does not contribute to Landlord's cost of casualty insurance; and (2) in the case of Taxes, Tenant's Proportionate Share of Taxes shall exclude from the rentable area of the Shopping Center (used in the calculation of Tenant's Proportionate Share) the rentable square feet of any leased building in the Shopping Center which is separately assessed and whose tenant pays such separately assessed tax amount pursuant to its lease in lieu of paying a Proportionate Share of Taxes assessed for the Shopping Center as a whole. If buildings are added to or removed from the Shopping Center, or additional areas are leased to tenants whose rentable square footage is excluded from the rentable area of the Shopping Center under the foregoing calculations, Tenant's Proportionate Share shall be appropriately adjusted. 7. Improvements• Alterations,• Repairs: Maintenance,• Utilities. (a) Improvements, Alterations. Except for Landlord's Work (if any) to be performed pursuant to Exhibit D, all alterations and improvements to the Premises shall be installed at Tenant's expense only in accordance with plans and specifications which have been previously approved in writing by Landlord, which approval shall be governed by the provisions set forth in this Section 7(a). No alterations in or to the Premises may be made without Landlord's prior written consent, which shall not be unreasonably withheld or delayed; however, Landlord may withhold its consent to any alteration or addition that would adversely affect (in the reasonable RETAIL LEASE, Page 5 discretion of Landlord) the (1) Building's Structure or the Building's Systems (including the Building's restrooms or mechanical rooms), (2) exterior appearance of the Building, (3) appearance of the Common Area, or (4) provision of services to other occupants of the Shopping Center. All alterations, additions, and improvements shall be constructed, maintained, and used by Tenant, at its risk and expense, in accordance with all Laws; Landlord's consent to or approval of any alterations, additions or improvements (or the plans therefor) shall not constitute a representation or warranty by Landlord, nor Landlord's acceptance, that the same comply with sound architectural and/or engineering practices or with all applicable Laws, and Tenant shall be solely responsible for ensuring all such compliance. (b) Repairs; Maintenance. Tenant shall maintain the Premises in a clean, safe, and operable condition, and shall not permit or allow any damage to any portion of the Premises. Without limiting the foregoing, Tenant shall (1) maintain the interior walls and the interior surfaces of exterior walls (including painting and other treatment thereof), store fronts, plate glass windows, doors, door closure devices, window and door frames, molding, locks and hardware, floors, floor coverings and ceiling, (2) maintain, repair and replace all plate and other glass, (3) furnish, maintain and replace all electric light bulbs, tubes and tube casings, and (4) maintain all plumbing and electrical systems and all equipment (including all air conditioning, heating and ventilating equipment) and fixtures within or serving the Premises, Tenant's Off -Premises Equipment and all areas, improvements and systems exclusively serving the Premises, in each case, in good operating order and condition and in accordance with all Laws and the equipment manufacturers' suggested service programs; and Tenant shall, at its sole cost and expense, make all needed repairs and replacements to all of the foregoing items. If Landlord elects, Tenant shall enter into a preventive maintenance/service contract with a maintenance contractor approved by Landlord for servicing all air conditioning, heating and ventilating equipment serving the Premises. At Landlord's option, Landlord may enter into such a service contract covering Tenant's equipment along with other tenants of the Shopping Center, and Tenant shall pay its Proportionate Share of the cost thereof as Additional Rent. Tenant shall keep all plumbing units, pipes and connections free from obstruction and protected against ice and freezing. Tenant shall be responsible for the cleaning and maintenance of any grease trap serving the Premises and shall enter into, and famish to Landlord upon request a copy of, a grease trap cleaning and maintenance contract reasonably acceptable to Landlord. Tenant shall repair or replace, subject to Landlord's direction and supervision, any damage to the Shopping Center caused by a Tenant Party. If Tenant fails to make such repairs or replacements within five business days after written notice from Landlord (or such longer period as may be reasonably required provided Tenant commences to perform such required repairs or replacements within such five business -day period and proceeds diligently to completion), then Landlord may make the same at Tenant's cost. If any such damage occurs outside of the Premises, then Landlord may elect to repair such damage at Tenant's expense, rather than having Tenant repair such damage. The reasonable costs of all maintenance, repair or replacement work performed by Landlord under this Section 7 shall be paid by Tenant to Landlord within 30 days after Landlord has invoiced Tenant therefor. (c) Performance of Work. All work described in this Section 7 shall be performed only by Landlord or by contractors and subcontractors approved in writing by Landlord, which approval will not be unreasonably withheld for contractors and subcontractors that maintain the insurance coverage required by Landlord. Tenant shall cause all contractors and subcontractors to procure and maintain insurance coverage naming Landlord, Landlord's property management company and Landlord's asset management company as additional insureds against such risks, in such amounts, and with such companies as Landlord may reasonably require. Tenant shall provide Landlord with the identities, mailing addresses and telephone numbers of all persons performing work or supplying materials prior to beginning such construction and Landlord may post on and about the Premises notices of non -responsibility pursuant to applicable Laws. All such work shall be performed in accordance with all Laws and in a good and workmanlike manner so as not to damage the Shopping Center (including the Premises, the Building's Structure and the Building's Systems). All such work which may affect the Building's Structure or the Building's Systems must be approved by the Building's engineer of record, at Tenant's expense and, at Landlord's election, must be performed by Landlord's usual contractor for such work. All work affecting the Building roof must be performed by Landlord's roofing contractor and will not be permitted if it would void or reduce the warranty on the roof. (d) Mechanic's Liens. All work performed, materials furnished, or obligations incurred by or at the request of a Tenant Party shall be deemed authorized and ordered by Tenant only, and Tenant shall not permit any mechanic's liens to be filed against the Premises or the Shopping Center in connection therewith. Upon RETAIL LEASE, Page 6 completion of any such work, Tenant shall deliver to Landlord final lien waivers from all contractors, subcontractors and materialmen who performed such work. If such a lien is filed, then Tenant shall, within ten days after Landlord has delivered notice of the filing thereof to Tenant (or earlier as necessary to prevent the forfeiture of the Shopping Center or any interest of Landlord therein or the imposition of any fine with respect thereto), either (1) pay the amount of the lien and cause the lien to be released of record, or (2) diligently contest such lien and deliver to Landlord a bond or other security reasonably- satisfactory to Landlord. If Tenant fails to timely take either such action, then Landlord may pay the lien claim, and any amounts so paid, including expenses and interest, shall be paid by Tenant to Landlord within ten days after Landlord has invoiced Tenant therefor. Landlord and Tenant acknowledge and agree. that their relationship is and shall be solely that of "landlord -tenant" (thereby excluding a relationship of "owner -contractor," "owner -agent" or other similar relationships). Accordingly, all materialmen, contractors, artisans, mechanics, laborers and any other persons now or hereafter contracting with Tenant, any contractor or subcontractor of Tenant or any other Tenant Party for the furnishing of any labor, services, materials, supplies or equipment with respect to any portion of the Premises, at any time during the Term, are hereby charged with notice that they look exclusively to Tenant to obtain payment for same. Nothing herein shall be deemed a consent by Landlord to any liens being placed upon the Shopping Center or Landlord's interest therein due to any work performed by or for Tenant or deemed to give any contractor or subcontractor or materialman any right or interest in any funds held by Landlord to reimburse Tenant for any portion of the cost of such work. Tenant shall defend, indemnify and hold harmless Landlord and its agents and representatives from and against all claims, demands, causes of action, suits, judgments, damages and expenses (including attorneys' fees) in any way arising from or relating to the failure by any Tenant Party to pay for any work performed, materials finished, or obligations incurred by or at the request of a Tenant Party. This indemnity provision shall survive termination or expiration of this Lease. In order to comply with the provisions of Section 713.14 of the Florida Statutes, it is specifically provided that neither Tenant nor anyone claiming by, through or under Tenant, including, but not limited to, contractors, subcontractors, materialmen, mechanics and laborers, shall have any right to file or place any mechanics' or materialmen's liens of any kind whatsoever upon the Premises, the Shopping Center or improvements thereon, and such liens are hereby specifically prohibited. All parties with whom Tenant may deal are put on notice that Tenant has no power to subject Landlord's interest to any mechanic's or materialmen's lien of any kind or character, and all such persons so dealing with Tenant must look solely to the credit of Tenant, and not to Landlord's interest or assets. Tenant shall deliver written notice of the foregoing provisions to all persons performing work in the Premises. Additionally, if requested by Landlord, Tenant shall promptly execute and deliver to Landlord a notice of non -responsibility, in a form provided by Landlord. (e) Use of Roof. The roof above the Premises is not part of the Premises and is exclusively reserved to Landlord, and Tenant shall not go on the roof nor install any antennae, satellite dish or other improvements on the roof without Landlord's prior written consent. (f) Signs, Store Fronts. Tenant shall not, without Landlord's prior written consent (1) make any changes to or paint the store front; or (2) install any exterior lighting, decorations or paintings; or (3) erect or install any signs, banners, window or door lettering, placards, decorations or advertising media of any type visible from the exterior or interior of the Premises. All signs, decorations and advertising media shall conform to the sign criteria attached as Exhibit E and all applicable law. Landlord may designate a uniform type of sign for the Shopping Center to be installed and paid for by Tenant. Subject to Landlord's prior approval of the design thereof, Tenant shall, on or before the Commencement Date, install signage on the front elevation of the Premises in accordance with Exhibit E and all applicable law. At the end of the Term or upon termination of Tenant's right to possess the Premises, or upon the removal or alteration of a sign for any reason, Tenant shall repair, paint, and/or replace the building fascia surface where signs are attached. (g) Utilities. Landlord shall provide and maintain the facilities necessary to supply water, electricity, gas (if applicable), telephone service and sewerage service to the Premises. Tenant shall be responsible for providing any meters or other devices for the measurement of utilities supplied to the designated point of service. Tenant shall promptly pay all charges for electricity, water, gas, telephone service, sewerage service and other utilities furnished to the Premises (including all tap fees and similar assessments made in connecting the Premises to such utilities) and any maintenance charges therefor. Landlord shall not be liable to Tenant, any Tenant Party or any other person or entity whatsoever, for abatement of rent as a result of, or for any other loss or damages whatsoever occurring in connection with, any interruption or failure whatsoever in utility services, and Tenant shall comply with all provisions of this Lease notwithstanding any such failure or interruption. RETAIL LEASE, Page 7 Use and Care of the Premises. (a) Use and Operations. Tenant shall continuously occupy and use the Premises only for the Permitted Use, using only the Trade Name, and shall comply with all Laws relating to this Lease and/or the use, maintenance, condition, access to, and occupancy of the Premises and will not commit waste, overload the Building's Structure or the Building's Systems or subject the Premises to use that would damage the Premises. Tenant shall, in good faith, continuously throughout the Term carry on in the entire Premises the type of business for which the Premises are leased, operating its business with a complete line and sufficient stock of new merchandise of current style and type, attractive displays, and in an efficient and reputable manner so as to produce the maximum amount of Gross Sales, and shall, except during reasonable periods for repairing, cleaning and decorating, keep the Premises open for business with adequate and competent personnel in attendance on all days and during all hours (including evenings) established by Landlord from time to time as store hours for the Shopping Center (which shall in no event be less than from 10:00 a.m. to 6:00 p.m. every day except Sundays and holidays, and 12:00 p.m. to 5:00 p.m. on Sundays), and during any other days and hours when the Shopping Center is generally open to the public for business, except to the extent Tenant may be prohibited from being open for business by applicable Law. (b) Impact on Insurance. The Premises shall not be used for any use that is disreputable, creates extraordinary fire hazards, or results in an increased rate of insurance on the Shopping Center or its contents, or for the storage of any Hazardous Materials (other than those in normal commercial and retail applications or sold as retail consumer products and then only in compliance with all Laws). If, because of a Tenant Party's acts or because Tenant vacates the Premises, the rate of insurance on the Shopping Center or its contents increases, then Tenant shall pay to Landlord the amount of such increase on demand, and acceptance of such payment shall not waive any of Landlord's other rights. (c) Limitations on Operations. Tenant shall conduct its business and control each other Tenant Party so as not to create any nuisance or unreasonably interfere with other tenants, invitees, or Landlord in its management of the Shopping Center. Tenant shall not conduct or operate within or about the Premises any (1) fire, auction, bankruptcy or "going out of business" sales, (2) a "wholesale" or "factory outlet" store, (3) a cooperative store, (4) a "second hand" store, (5) a "flea market" store, (6) a "surplus" store, or (7) a store commonly referred to as a "discount house." Tenant shall not advertise that it sells products or services at "discount," "cut-price" or "cut- rate" prices. Tenant shall not (A) permit any objectionable or unpleasant odors to emanate from the Premises; (B) place or permit any radio, television, loudspeaker or amplifier on the roof or outside the Premises or where the same can be seen or heard from outside the Building or in the Common Area; (C) place an antenna, awning or other projection on the exterior of the Premises; (D) solicit business or distribute leaflets or other advertising material in the Common Area; (E) take any other action that would constitute a nuisance or would disturb or endanger other tenants of the Shopping Center or unreasonably interfere with their use of their respective premises; or (F) do anything that would tend to injure the reputation of the Shopping Center. Furthermore, the Premises may not be used in any manner that would violate any exclusive use covenant or use restriction then in effect for the benefit of any tenant of the Shopping Center or violate any restrictive covenants or other covenants and restrictions then affecting the Shopping Center, including the prohibited uses identified on Exhibit I. If Landlord, in its sole but reasonable discretion, incurs any expense in connection with any Tenant Party's violation of this Section, Tenant shall immediately reimburse Landlord all of Landlord's reasonable expenses therefor within 30 days following demand therefor. (d) Care of the Premises. Tenant shall take good care of the Premises and shall keep the Premises clean, safe and free from deterioration and waste, and shall maintain the Premises, and conduct all business therein, in accordance with this Lease and all Laws and lawful directions of proper police officials. Additionally, Tenant shall keep the Premises and sidewalks, serviceways and loading areas adjacent to the Premises neat, clean and free from dirt, rubbish, insects and pests at all times. Tenant will store all trash and garbage within the area designated by Landlord for trash pickup and removal, in receptacles of the size, design and color from time to time prescribed by Landlord and shall, at its sole expense, arrange for the regular pickup of such trash and garbage at a frequency determined by Landlord. Receiving and delivery of goods and merchandise and removal of garbage and trash shall be made only in the manner and areas from time to time prescribed by Landlord. Landlord may arrange for collection of all trash and garbage and, should Landlord exercise such election, Tenant shall pay its Proportionate Share of the cost thereof as Additional Rent. Tenant shall not operate an incinerator or bum trash or garbage within the Shopping Center. Tenant shall, at Tenant's sole cost and expense, obtain and maintain in effect at all times a pest RETAIL LEASE, Page 8 control service to regularly exterminate the Premises for all pests. Such service shall exterminate the Premises as necessary to keep the Premises reasonably free from pests. If Tenant fails to provide such service to Landlord's reasonable satisfaction, Landlord shall have the right, but not the obligation, to provide such pest control as Landlord, in its sole discretion, deems appropriate, and Tenant shall be liable for all reasonable costs thereof and all shall pay all such amounts to Landlord upon demand. (e) Display Windows. Tenant shall maintain all display windows in a neat, attractive condition (as determined by Landlord in its sole but reasonable discretion), and shall keep all display windows and exterior electric signs in front of the Premises lighted from dusk until 10:00 p.m. every day, including Sundays and holidays. Landlord reserves the right to connect all canopy signs in the Shopping Center, including Tenant's, to a common electrical line controlled by Landlord, in order to control the hours during which such signs are kept lighted, and, should Landlord exercise such right, Tenant shall pay its Proportionate Share of all charges for the installation, maintenance and repair of such electrical line, as well as all electrical usage charges associated therewith, as Additional Rent. (f) Permits and Licenses. Tenant shall procure, at its sole expense, all permits and licenses required for its operations and the transaction of business in the Premises. (g) Allocation of Space within Premises. Tenant shall warehouse, store or stock on the Premises only such goods, wares and merchandise as Tenant intends to offer for sale at retail in or from the Premises, and as is permitted under this Lease, and Tenant may use for office or non -selling purposes only such space as is reasonably required for Tenant's business. In no event, however, shall the aggregate amount of space in the Premises utilized for office or non -selling purposes exceed 20% of the gross leasable area of the Premises. Without limiting the generality of the foregoing, areas used for the storage or stocking of inventory which are not publicly displayed shall be deemed used for "non -selling" purposes. (h) Open for Business. If Tenant shall fail to (1) open for business to the public in the Premises fixtured, stocked and staffed as herein provided on the Commencement Date, (2) open and remain open for business as herein provided during such hours as herein required, or (3) maintain during such hours a staff of employees and stock of merchandise as herein required, the same shall constitute an Event of Default hereunder without the necessity of any notice thereof from Landlord to Tenant. (i) No Solicitations. Tenant shall not engage in, nor permit its employees, agents, Affiliates or customers to engage in, solicitations, demonstrations or other activities inconsistent with first-class shopping center standards. 6) Compliance with Law. (1) Existing Laws. If any Laws in existence as of the date of this Lease require an alteration or modification of the Premises (a "Code Modification") and such Code Modification (i) is not made necessary as a result of the specific use being made by Tenant of the Premises (as distinguished from an alteration or improvement which would be required to be made by the owner of any building comparable to the Shopping Center irrespective of the use thereof by any particular occupant), and (ii) is not made necessary as a result of any alteration of the Premises by Tenant, then such Code Modification shall be performed by Landlord at Landlord's sole cost and expense. (2) Governmental Regulations — Landlord Responsibility. If, as a result of one or more Laws that are not in existence as of the date of this Lease, it is necessary from time to time during the Term, to perform a Code Modification to the Shopping Center that (i) is not made necessary as a result of the specific use being made by Tenant of the Premises (as distinguished from an alteration or improvement which would be required to be made by the owner of any building comparable to the Shopping Center irrespective of the use thereof by any particular occupant), and (ii) is not made necessary as a result of any alteration of the Premises by Tenant, such Code Modification shall be performed by Landlord and Tenant shall pay its Proportionate Share of the cost thereof as Additional Rent. RETAIL LEASE, Page 9 (3) Governmental Regulations — Tenant Responsibility. If, as a result of one or more Laws, it is necessary from time to time during the Term, to perform a Code Modification to the Shopping Center that is made necessary as a result of the specific use being made by Tenant of the Premises or as a result of any alteration of the Premises by Tenant, such Code. Modification shall be the sole and exclusive responsibility of Tenant in all respects; provided, however, Tenant shall have the right to retract its request to perform a proposed alteration in the event that the performance of such alteration would trigger the requirement for a Code Modification. 9. Assignment and Subletting. (a) Transfers. Except as provided in Section 9(h). Tenant shall not, without the prior written consent of Landlord, (1) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4) sublet any portion of the Premises, (5) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9(aj(1) through 99(a)(6) being a "Transfer"). (b) Consent Standards. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (1) is creditworthy, (2) has a good reputation in the business community, (3) will use the Premises only for the Permitted Use and will not use the Premises in any manner that would violate any exclusive use covenant or use restriction then in effect for the benefit of any tenant of the Shopping Center or violate any restrictive covenants or other covenants, conditions and restrictions then affecting the Shopping Center, (4) does not engage in a business that competes with the business of any of the then -existing tenants of the Shopping Center, (5) does not have excessive parking requirements, (6) is not a governmental entity, or subdivision or agency thereof, (7) is not another occupant of the Shopping Center, (8) is in compliance with the regulations of the Office of Foreign Assets Control ("OFAC') of the Department of the Treasury (including those named on OFAC's Specially Designated Nationals and Blocked Persons List) and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action relating thereto; and (9) is not a person or entity with whom Landlord is then, or has been within the six month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Shopping Center or any Affiliate of any such person or entity; otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its consent to any proposed Transfer if any Event of Default by Tenant then exists. (c) Request for Consent. At least 15 business days prior to the effective date of the proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address of the proposed transferee and any entities and persons who own, control or direct the proposed transferee; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Within 30 days after written notice from Landlord, Tenant will reimburse Landlord for its reasonable attorneys' fees incurred in connection with considering any request for consent to a Transfer, not to exceed $2,500 per request for consent. (d) Conditions to Consent. If Landlord consents to a proposed Transfer, the proposed transferee shall deliver to Landlord a written agreement expressly assuming Tenant's obligations hereunder, however, any transferee of less than all the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease; Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while any part of the Premises are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant instructs its transferees to make payments of rent directly to Landlord upon receipt of notice from RETAIL LEASE, Page 10 Landlord to do so following the occurrence of an Event of Default. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. (e) Attornment by Subtenants. Each sublease hereunder shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (1) liable for any previous act or omission of Tenant under such sublease, (2) subject to any counterclaim, offset or defense of such subtenant against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant has paid for more than the current month to Tenant, and all such rent shall remain due and owing, (4) bound by any security or advance rental deposit made by such subtenant which is not delivered to Landlord and with respect to which such subtenant shall look solely to Tenant for refund or reimbursement, or (5) obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically as a condition of its occupying or using any part of the Premises, to have agreed to be bound by the terms of this Section 9(e). (f) Cancellation. Landlord may, within 30 days after receipt of Tenant's written request for Landlord's consent to an assignment or subletting, cancel this Lease as to the portion of the Premises proposed to be sublet or assigned as of the date the proposed Transfer is to be effective. If Landlord cancels this Lease as to any portion of the Premises, then this Lease shall cease for such portion of the Premises and Tenant shall pay to Landlord all Rent accrued through the cancellation date relating to such portion of the Premises. Thereafter, Landlord may lease such portion of the Premises to the prospective transferee (or to any other person) without liability to Tenant. (g) Additional Compensation. Tenant shall pay to Landlord, immediately upon receipt thereof, the excess of (1) all compensation received by Tenant for a Transfer less the actual out-of-pocket costs reasonably incurred by Tenant with unaffiliated third parties (i.e., brokerage commissions and tenant finish work) in connection with such Transfer (such costs shall be amortized on a straight-line basis over the term of the Transfer in question) over (2) the Rent allocable to the portion of the Premises covered thereby. (h) Permitted Transfers. Notwithstanding Section 9(a) Tenant may Transfer all or part of its interest in this Lease or all or part of the Premises (a "Permitted Transfer") to the following types of entities (a "Permitted Transferee") without the written consent of Landlord: (1) an Affiliate of Tenant; (2) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity in which or with which Tenant, or its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as (A) Tenant's obligations hereunder are assumed by the entity surviving such merger or created by such consolidation; and (B) the Tangible Net Worth of the surviving or created entity is not less than the Tangible Net Worth of Tenant as of the date hereof; or (3) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity acquiring all or substantially all of Tenant's assets if such entity's Tangible Net Worth after such acquisition is not less than the Tangible Net Worth of Tenant as of the date hereof. Tenant shall promptly notify Landlord of any such Permitted Transfer. Tenant shall remain liable for the performance of all of the obligations of Tenant hereunder, or if Tenant no longer exists because of a merger, consolidation, or acquisition, the surviving or acquiring entity shall expressly assume in writing the obligations of Tenant hereunder. Additionally, the Permitted Transferee shall comply with all of the terms and conditions of this RETAIL LEASE, Page 11 Lease, and the use of the Premises by the Permitted Transferee may not violate any other agreements affecting the Premises, the Shopping Center, Landlord or other tenants of the Shopping Center. No later than 30 days after the effective date of any Permitted Transfer, Tenant shall furnish Landlord with (A) copies of the instrument effecting such Permitted Transfer, (B) documentation establishing Tenant's satisfaction of the requirements set forth above applicable to any such Transfer, (C) evidence of insurance as required under this Lease with respect to the Permitted Transferee, and (D) evidence of compliance with the regulations of OFAC and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto, including the name and address of the Permitted Transferee and any entities and persons who own, control or direct the Permitted Transferee. The occurrence of a Permitted Transfer shall not waive Landlord's rights as to any subsequent Transfers. "Tangible Net Worth" means the excess of total assets over total liabilities, in each case as determined in accordance with generally accepted accounting principles consistently applied ("GAAP"), excluding, however, from the determination of total assets all assets which would be classified as intangible assets under GAAP including goodwill, licenses, patents, trademarks, trade names, copyrights, and franchises. Any subsequent Transfer by a Permitted Transferee shall be subject to the terms of this Section 9. 10. Insurance; Waivers; Subrogation; Indemnity. (a) Tenant's Insurance. Effective as of the earlier of (1) the date Tenant enters or occupies the Premises, or (2) the Commencement Date and continuing throughout the Term, Tenant shall maintain the following insurance policies: (A) commercial general liability insurance in amounts of $3,000,000 per occurrence or, following the expiration of the initial Term, such other amounts as Landlord from time to time reasonably requires (and, if the use and occupancy of the Premises include any activity or matter that is or may be excluded from coverage under a commercial general liability policy [e.g., the sale, service or consumption of alcoholic beverages], Tenant shall obtain such endorsements to the commercial general liability policy or otherwise obtain insurance to insure all liability arising from such activity or matter [including liquor liability, if applicable] in such amounts as Landlord may reasonably require), insuring Tenant, Landlord, Landlord's property management company, Landlord's asset management company and, if requested in writing by Landlord, Landlord's Mortgagee, against all liability for injury to or death of a person or persons or damage to property arising from the use and occupancy of the Premises and (without implying any consent by Landlord to the installation thereof) the installation, operation, maintenance, repair or removal of Tenant's Off -Premises Equipment, (B) insurance covering the full value of all alterations and improvements and betterments in the Premises, naming Landlord and Landlord's Mortgagee as additional loss payees as their interests may appear, (C) insurance covering the full value of all furniture, trade fixtures and personal property (including property of Tenant or others) in the Premises or otherwise placed in the Shopping Center by or on behalf of a Tenant Party (including Tenant's Off -Premises Equipment), (D) contractual liability insurance sufficient to cover Tenant's indemnity obligations hereunder (but only if such contractual liability insurance is not already included in Tenant's commercial general liability insurance policy), (E) worker's compensation insurance, and (F) business interruption insurance in an amount reasonably acceptable to Landlord. The commercial general liability insurance to be maintained by Tenant may have a deductible of no more than $5,000 per occurrence; the property insurance to be maintained by Tenant may have a deductible of no more than $10,000 per occurrence; and, all other insurance to be maintained by Tenant shall have no deductible. Tenant's insurance shall provide primary coverage to Landlord when any policy issued to Landlord provides duplicate or similar coverage; Landlord's policy will be excess over Tenants policy. Tenant shall fiunish to Landlord certificates of such insurance at least ten days prior to the earlier of the Commencement Date or the date Tenant enters or occupies the Premises, and at least 15 days prior to each renewal of said insurance, and Tenant shall notify Landlord at least 30 days before cancellation of any such insurance policies. All such insurance policies shall be in form reasonably satisfactory to Landlord, and issued by companies with an A.M. Best rating of A+:VII or better. If Tenant fails to comply with the foregoing insurance requirements or to deliver to Landlord the certificates or evidence of coverage required herein, and such failure continues for more than two business days after written notice from Landlord, Landlord, in addition to any other remedy available pursuant to this Lease or otherwise, may, but shall not be obligated to, obtain such insurance and Tenant shall pay to Landlord within 30 days after written notice from Landlord, the premium costs thereof, plus an administrative fee of 15% of such cost. (b) Landlord's Insurance. Throughout the Term of this Lease, Landlord shall maintain, as a minimum, the following insurance policies: (1) property insurance for the Shopping Centers replacement value (excluding property required to be insured by Tenant), less a commercially reasonable deductible if Landlord so RETAIL LEASE, Page 12 chooses, and (2) commercial general liability insurance in an amount of not less than $3,000,000. Landlord may, but is not obligated to, maintain such other insurance and additional coverages as it may deem necessary. The cost of all insurance carried by Landlord with respect to the Shopping Center shall be included in Insurance Costs. The foregoing insurance policies and any other insurance carried by Landlord shall be for the sole benefit of Landlord and under Landlord's sole control, and Tenant shall have no right or claim to any proceeds thereof or any other rights thereunder. (c) No Subrogation: Waiver of Property Claims. Landlord and Tenant each waives any claim it might have against the other for any damage to or theft, destruction, loss, or loss of use of any property, to the extent the same is insured against under any insurance policy of the types described in this Section 10 that covers the Shopping Center, the Premises, Landlord's or Tenant's fixtures, personal property, leasehold improvements, or business, or is required to be insured against under the terms hereof, regardless of whether the negligence of the other party caused such Loss (defined below). Additionally, Tenant waives any claim it may have against Landlord for any Loss to the extent such Loss is caused by a terrorist act. Each party shall cause its insurance carrier to endorse all applicable policies waiving the carrier's rights of recovery under subrogation or otherwise against the other party. Notwithstanding any provision in this Lease to the contrary, Landlord, its agents, employees and contractors shall not be liable to Tenant or to any party claiming by, through or under Tenant for (and Tenant hereby releases Landlord and its servants, agents, contractors, employees and invitees from any claim or responsibility for) any damage to or destruction, loss, or loss of use, or theft of any property of any Tenant Party located in or about the Shopping Center, caused by casualty, theft, fire, third parties or any other matter or cause, regardless of whether the negligence of any party caused such loss in whole or in part. Tenant acknowledges that Landlord shall not carry insurance on, and shall not be responsible for damage to, any property of any Tenant Party located in or about the Shopping Center. (d) Indemnity. Subject to Section 10(c), Tenant shall defend, indemnify, and hold harmless Landlord and its representatives and agents from and against all claims, demands, liabilities, causes of action, suits, judgments, damages, and expenses (including reasonable attorneys' fees) arising from any injury to or death of any person or the damage to or theft, destruction, loss, or loss of use of, any property or inconvenience (a "Loss") (1) occurring in or on the Shopping Center (other than within the Premises) to the extent caused by the negligence or willful misconduct of any Tenant Party, (2) occurring in the Premises, or (3) arising out of the installation, operation, maintenance, repair or removal of any property of any Tenant Party located in or about the Shopping Center, including Tenant's Off -Premises Equipment. It being agreed that clauses (2) and (3) of this indemnity are intended to indemnify Landlord and its agents against the consequences of their own negligence or fault, even when Landlord or its agents are jointly, comparatively, contributively, or concurrently negligent with Tenant, and even though any such claim, cause of action or suit is based upon or alleged to be based upon the strict liability of Landlord or its agents; however, such indemnity shall not apply to the sole or gross negligence or willful misconduct of Landlord and its agents. The indemnities set forth in this Lease shall survive termination or expiration of this Lease and shall not terminate or be waived, diminished or affected in any manner by any abatement or apportionment of Rent under any provision of this Lease. If any proceeding is filed for which indemnity is required hereunder, the indemnifying party agrees, upon request therefor, to defend the indemnified party in such proceeding at its sole cost utilizing counsel satisfactory to the indemnified party. (e) Cost of Landlord's Insurance. Tenant shall pay its Proportionate Share of the cost of the property and liability insurance carried by Landlord from time to time with respect to the Shopping Center (including all buildings, other improvements and the Common Area and Landlord's personal property used in connection therewith), which may include fire and extended coverage insurance (including extended and broad form coverage risks, mudslide, land subsidence, volcanic eruption, flood, earthquake and rent loss insurance) and comprehensive general public liability insurance and excess liability insurance, in such amounts and containing such terms as Landlord deems necessary or desirable (collectively, "Insurance Costs"). Tenant will pay its Proportionate Share of Insurance Costs as a component of Tenant's payment of Tenant's Proportionate Share of the Retail Area Expenses, which shall be paid in accordance with Section 6(d). 11. Subordination; Attornment: Notice to Landlord's Mortgagee. (a) Subordination. This Lease shall be subordinate to any deed of trust, mortgage, or other security instrument (each, a "Mortgage'), or any ground lease, master lease, or primary lease (each, a "Primary RETAIL LEASE, Page 13 Lease"), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a "Landlord's Mortgagee'). Any Landlord's Mortgagee may elect, at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises by so notifying Tenant in writing. The provisions of this Section shall be self -operative and no further instrument of subordination shall be required; however, in confirmation of such subordination, Tenant shall execute and return to Landlord (or such other party designated by Landlord) within ten days after written request therefor such documentation, in recordable form if required, as a Landlord's Mortgagee may reasonably request to evidence the subordination of this Lease to such landlord's Mortgagee's Mortgage or Primary Lease (including a subordination, non -disturbance and attornment agreement) or, if the Landlord's Mortgagee so elects, the subordination of such Landlord's Mortgagee's Mortgage or Primary Lease to this Lease. (b) Attornment. Tenant shall attorn to any party succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, or otherwise, upon such party's request, and shall execute such agreements confirming such attomment as such party may reasonably request. (c) Notice to Landlord's Mortgagee. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail, to any Landlord's Mortgagee whose address has been given to Tenant, and affording such Landlord's Mortgagee a reasonable opportunity to perform Landlord's obligations hereunder. (d) Landlord's Mortgagee's Protection Provisions. If Landlord's Mortgagee shall succeed to the interest of Landlord under this Lease, Landlord's Mortgagee shall not be: (1) liable for any act or omission of any prior lessor (including Landlord); (2) bound by any Rent which Tenant has paid for more than the current month to any prior lessor (including Landlord), and all such rent shall remain due and owing; (3) bound by any security or advance rental deposit made by Tenant which is not delivered or paid over to Landlord's Mortgagee and with respect to which Tenant shall look solely to Landlord for refund or reimbursement; (4) bound by any termination, amendment or modification of this Lease made without Landlord's Mortgagee's consent and written approval, except for those terminations, amendments and modifications permitted to be made by Landlord without Landlord's Mortgagee's consent pursuant to the terms of the loan documents between Landlord and Landlord's Mortgagee; (5) subject to the defenses which Tenant might have against any prior lessor (including Landlord); and (6) subject to the offsets which Tenant might have against any prior lessor (including Landlord) except for those offset rights which (A) are expressly provided in this Lease, (B) relate to periods of time following the acquisition of the Shopping Center by Landlord's Mortgagee, and (C) Tenant has provided written notice to Landlord's Mortgagee and provided Landlord's Mortgagee a reasonable opportunity to cure the event giving rise to such offset event. Landlord's Mortgagee shall have no liability or responsibility under or pursuant to the terms of this Lease or otherwise after it ceases to own an interest in the Shopping Center. Nothing in this Lease shall be construed to require Landlord's Mortgagee to see to the application of the proceeds of any loan, and Tenant's agreements set forth herein shall not be impaired on account of any modification of the documents evidencing and securing any loan. 12. Rules and Regulations. Tenant shall comply with the rules and regulations of the Shopping Center which are attached hereto as Exhibit F. Landlord may, from time to time, change such rules and regulations for the safety, care, or cleanliness of the Shopping Center and related facilities, provided that such changes are applicable to all tenants of the Shopping Center, will not unreasonably interfere with Tenant's use of the Premises and are enforced by Landlord in a non-discriminatory manner. Tenant shall be responsible for the compliance with such rules and regulations by each Tenant Party. 13. Condemnation. (a) Total Taking. If the entire Shopping Center or Premises are taken by right of eminent domain or conveyed in lieu thereof (a "Taking"), this Lease shall terminate as of the date of the Taking. (b) Partial Taking - Tenant's Rights. If any part of the Shopping Center or Premises becomes subject to a Taking and such Taking will prevent Tenant from conducting on a permanent basis its business RETAIL LEASE, Page 14 in the Premises in a manner reasonably comparable to that conducted immediately before such Taking, then Tenant may terminate this Lease as of the date of such Taking by giving written notice to Landlord within 30 days after the Taking, and Minimum Rent, Additional Rent and Percentage Rent shall be apportioned as of the date of such Taking. If Tenant does not terminate this Lease, then Minimum Rent and Additional Rent (but not Percentage Rent) shall be abated on a reasonable basis as to that portion of the Premises rendered untenantable by the Taking. (c) Partial Taking - Landlord's Rights. If any material portion, but less than all, of the Shopping Center becomes subject to a Taking, or if Landlord is required to pay any of the proceeds arising from a Taking to a Landlord's Mortgagee, then Landlord may terminate this Lease by delivering written notice thereof to Tenant within 30 days after such Taking, and Minimum Rent, Additional Rent and Percentage Rent shall be apportioned as of the date of such Taking. If Landlord does not so terminate this Lease, then this Lease will continue, but if any portion of the Premises has been taken, then Minimum Rent and Additional Rent (but not Percentage Rent) shall abate as provided in the last sentence of Section 13(6). (d) Temporary Taking. If all or any portion of the Premises becomes subject to a Taking for a limited period of time, this Lease shall remain in full force and effect and Tenant shall continue to perform all of the terms, conditions and covenants of this Lease, including the payment of Minimum Rent and all other amounts required hereunder. If any such temporary Taking terminates prior to the expiration of the Term, Tenant shall restore the Premises as nearly as possible to the condition prior to such temporary Taking, at Tenant's sole cost and expense. Landlord shall be entitled to receive the entire award for any such temporary Taking, except that Tenant shall be entitled to receive the portion of such award which (1) compensates Tenant for its loss of use of the Premises within the Term and (2) reimburses Tenant for the reasonable out-of-pocket costs actually incurred by Tenant to restore the Premises as required by this Section. (e) Award. If any Taking occurs, then Landlord shall receive the entire award or other compensation for the land on which the Shopping Center is situated, the Shopping Center, and other improvements taken; however, Tenant may separately pursue a claim (to the extent it will not reduce Landlord's award) against the condemnor for the value of Tenant's personal property which Tenant is entitled to remove under this Lease, moving costs, loss of business, and other claims it may have. 14. Fire or Other Casual (a) Repair Estimate. If the Premises or the Shopping Center are damaged by fire or other casualty (a "Casual "), Landlord shall, within 90 days after such Casualty, deliver to Tenant a good faith estimate (the "Damage Notice") of the time needed to repair the damage caused by such Casualty. (b) Tenant's Rights. If a material portion of the Premises is damaged by Casualty such that Tenant is prevented from conducting its business in the Premises in a manner reasonably comparable to that conducted immediately before such Casualty and Landlord estimates that the damage caused thereby cannot be repaired within 270 days after the commencement of repairs (the "Repair Period"), then Tenant may terminate this Lease by delivering written notice to Landlord of its election to terminate within 30 days after the Damage Notice has been delivered to Tenant. (c) Landlord's Rights. If a Casualty damages the Premises or a material portion of the Shopping Center and (1) Landlord estimates that the damage to the Premises cannot be repaired within the Repair Period, (2) the damage to the Premises exceeds 50% of the replacement cost thereof (excluding foundations and footings), as estimated by Landlord, and such damage occurs during the last two years of the Term, (3) regardless of the extent of damage to the Premises, the damage is not fully covered by Landlord's insurance policies plus applicable deductibles (provided that Landlord carries the insurance required hereunder) or Landlord makes a good faith determination that restoring the Shopping Center would be uneconomical, or (4) Landlord is required to pay any insurance proceeds arising out of the Casualty to a Landlord's Mortgagee such that the remaining insurance proceeds are insufficient to cover the costs of restoration, then Landlord may terminate this Lease by giving written notice of its election to terminate within 30 days after the Damage Notice has been delivered to Tenant. (d) Repair Obligation. If neither party elects to terminate this Lease following a Casualty, then Landlord shall, within a reasonable time after such Casualty, begin to repair the Premises and shall proceed RETAIL LEASE, Page 15 with reasonable diligence to restore the Premises to substantially the same condition as they existed immediately before such Casualty; however, Landlord shall not be required to repair or replace any alterations or betterments within the Premises (which shall be promptly and with due diligence repaired and restored by Tenant at Tenant's sole cost and expense) or any furniture, equipment, trade fixtures or personal property of Tenant or others in the Premises or the Shopping Center, and Landlord's obligation to repair or restore the Premises shall be limited to the extent of the insurance proceeds actually received by Landlord for the Casualty in question (plus applicable deductible amounts). If this Lease is terminated under the provisions of this Section 14. Landlord shall be entitled to the full proceeds of the insurance policies providing coverage for all alterations, improvements and betterments in the Premises (and, if Tenant has failed to maintain insurance on such items as required by this Lease, Tenant shall pay Landlord an amount equal to the proceeds Landlord would have received had Tenant maintained insurance on such items as required by this Lease). (e) Continuance of Tenant's Business: Rental Abatement. Tenant agrees that during any period of reconstruction or repair of the Premises it will continue the operation of its business within the Premises to the extent practicable, and Minimum Rent and Additional Rent (but not Percentage Rent) for the portion of the Premises rendered untenantable by the damage shall be abated on a reasonable basis from the date of damage until the completion of Landlord's repairs (or until the date of termination of this Lease by Landlord or Tenant as provided above, as the case may be), unless the gross negligence or willful misconduct of a Tenant Party caused such damage, in which case, Tenant shall continue to pay Rent without abatement. 15. Taxes. (a) Personal Property Taxes. Tenant shall be liable for all taxes levied or assessed against personal property, furniture, or fixtures placed by Tenant in the Premises or in or on the Building or Shopping Center. If any taxes for which Tenant is liable are levied or assessed against Landlord or Landlord's property and Landlord elects to pay the same, or if the assessed value of Landlord's property is increased by inclusion of such personal property, fiuniture or fixtures and Landlord elects to pay the taxes based on such increase, then Tenant shall pay to Landlord, within 30 days following written request therefor, the part of such taxes for which Tenant is primarily liable hereunder; however, Landlord shall not pay such amount if Tenant notifies Landlord that it will contest the validity or amount of such taxes before Landlord makes such payment, and thereafter diligently proceeds with such contest in accordance with Law and if the non-payment thereof does not pose a threat of loss or seizure of the Shopping Center or interest of Landlord therein or impose any fee or penalty against Landlord. Tenant, and not Landlord, shall pay, when due and payable, the Florida State Sales Tax and any other sales or excise tax or assessment now or hereafter levied or assessed upon or against Tenant's or Landlord's interest in the Rent to be paid under this Lease, or any portion thereof, or Landlord's interest in this Lease or its income therefrom. Should the appropriate taxing authority require that any such sales or excise tax and/or assessment be collected by Landlord for or on behalf of such taxing authority, then such sales or excise tax and/or assessment shall be paid by Tenant to Landlord, as Additional Rent, in accordance with the terms of any written notice from Landlord to Tenant to such effect. (b) Taxes . Tenant shall pay its Proportionate Share of all taxes, assessments and governmental charges of any kind and nature whatsoever levied or assessed against the Shopping Center, and any other charges, taxes and/or impositions now in existence or hereafter imposed by any governmental authority based upon the privilege of renting the Premises or upon the amount of rent collected therefor, whether they be by taxing districts or authorities presently taxing the Shopping Center or by others subsequently created or otherwise (collectively, "Taxes"). Taxes shall also be deemed to include any special taxing district assessment which is imposed in order to fund public facilities for the area in which the Shopping Center is located. Taxes shall not include federal and state taxes on income; however, if the present method of taxation changes so that, in lieu of or in addition to the whole or any part of any Taxes, there is levied on Landlord a capital tax, sales tax, or use tax directly on the rents received or a franchise tax, assessment or charge based, in whole or in part, upon such rents for the Shopping Center, then all such taxes, assessments and charges, or the part thereof so based, shall be deemed to be included within the term "Taxes" for purposes hereof. For property tax purposes, Tenant waives all rights to protest or appeal the appraised value of the Premises, as well as the Shopping Center, and all rights to receive notices of reappraisement. Tenant will pay its Proportionate Share of Taxes as a component of Tenant's payment of Tenant's Proportionate Share of the Retail Area Expenses, which shall be paid in accordance with Section 6(d). RETAIL LEASE, Page 16 (c) Tax Consultant; Contest of Taxes by Landlord. Landlord shall have the right to employ a tax consulting firm to attempt to assure a fair tax burden on the Shopping Center. Tenant shall pay to Landlord upon demand from time to time, as Additional Rent, Tenant's Proportionate Share of the reasonable cost of such service. Additionally, Landlord shall have the right to contest any tax assessment, valuation or levy against the Shopping Center, and to retain legal counsel and expert witnesses to assist in such contest and otherwise to incur expenses in such contest, and Tenant shall pay upon demand Tenant's Proportionate Share of any reasonable fees, expenses and costs incurred by Landlord in contesting any assessments, levies or tax rate applicable to the Shopping Center or portions thereof whether or not such contest is successful. If such contest results in a refund of Taxes in any year, Tenant shall be entitled to receive its Proportionate Share of such refund, pro -rated for the period with respect to which Tenant paid its share of Taxes for such year, after deducting from the refund all reasonable fees, expenses and costs incurred by Landlord in such contest. 16. Events of Default. Each of the following occurrences shall be an "Event of Default": (a) Payment Default. Tenant's failure to pay Rent within three business days of the date due, which failure continues for five days after Landlord has delivered written notice to Tenant that the same is due; however, an Event of Default shall occur hereunder without any obligation of Landlord to give any notice if Tenant fails to pay Rent within three business days of the date due and, during the 12 month interval preceding such failure, Landlord has given Tenant written notice of failure to pay Rent on one or more occasions. (b) Abandonment. Tenant (1) abandons or vacates the Premises or any substantial portion thereof or (2) fails to continuously operate its business in the Premises for the Permitted Use set forth herein. (c) Attachment. If any execution, levy, attachment, or other process of law shall occur upon Tenant's goods, fixtures or interest in the Premises. (d) Estoppel. Tenant fails to provide any estoppel certificate after Landlord's written request therefor pursuant to Section 24(e) and such failure shall continue for five days after Landlord's second written notice thereof to Tenant. (e) Insurance. Tenant fails to procure, maintain and deliver to Landlord evidence of the insurance policies and coverages as required under Section 10(a). (f) Mechanic's Liens. Tenant fails to pay and release of record, or diligently contest and bond around, any mechanic's lien filed against the Premises or the Shopping Center for any work performed, materials furnished or obligation incurred by or at the request of Tenant, within the time and in the manner required by Section 7(d). (g) Other Defaults. Tenant's failure to perform, comply with, or observe any other agreement or obligation of Tenant under this Lease and the continuance of such failure for a period of more than 30 days after Landlord has delivered to Tenant written notice thereof; however, if such failure cannot be cured within such 30 -day period (thus excluding, for example, Tenant's obligation to provide Landlord evidence of Tenant's insurance coverage) and Tenant commences to cure such failure within such 30 -day period and thereafter diligently pursues such cure to completion, then such failure shall not be an Event of Default unless it is not fully cured within an additional 30 days after the expiration of the 30 -day period. (h) Insolvency. The filing of a petition by or against Tenant (the term "Tenant" shall include, for the purpose of this Section 16(h), any guarantor of Tenant's obligations hereunder) (1) in any bankruptcy or other insolvency proceeding; (2) seeking any relief under any state or federal debtor relief law; (3) for the appointment of a liquidator or receiver for all or substantially all of Tenant's property or for Tenant's interest in this Lease; (4) for the reorganization or modification of Tenant's capital structure; or (5) in any assignment for the benefit of creditors proceeding; however, if such a petition is filed against Tenant, then such filing shall not be an Event of Default unless Tenant fails to have the proceedings initiated by such petition dismissed within 90 days after the filing thereof. RETAIL, LEASE, Page 17 17. Remedies. Upon any Event of Default, Landlord may, in addition to all other rights and remedies afforded Landlord hereunder or by law or equity, take any one or more of the following actions: (a) Termination of Lease. Terminate this Lease by giving Tenant written notice thereof, in which event Tenant shall pay to Landlord the sum of (1) all Rent accrued hereunder through the date of termination, (2) all amounts due under Section 18(a), and (3) an amount equal to (A) the total Rent that Tenant would have been required to pay for the remainder of the Term discounted to present value at a per annum rate equal to the "Prime Rate" as published on the date this Lease is terminated by The Wall Street Journal, Southeast Edition, in its listing of "Money Rates" minus one percent, minus (B) the then present fair rental value of the Premises for such period, similarly discounted; (b) Termination of Possession. Terminate Tenant's right to possess the Premises without terminating this Lease by giving written notice thereof to Tenant, in which event Tenant shall pay to Landlord (1) all Rent and other amounts accrued hereunder to the date of termination of possession, (2) all amounts due from time to time under Section 18(a), and (3) all Rent and other net sums required hereunder to be paid by Tenant during the remainder of the Term, diminished by any net sums thereafter received by Landlord through reletting the Premises during such period, after deducting all reasonable costs incurred by Landlord in reletting the Premises. If Landlord elects to proceed under this Section 17(b), Landlord may remove all of Tenant's property from the Premises and store the same in a public warehouse or elsewhere at the cost of, and for the account of, Tenant, without becoming liable for any loss or damage which may be occasioned thereby. Landlord shall use reasonable efforts to relet the Premises on such terms as Landlord in its sole reasonable discretion may determine (including a term different from the Term, rental concessions, and alterations to, and improvement of, the Premises); however, Landlord shall not be obligated to relet the Premises before leasing other portions of the Building or Shopping Center and Landlord shall not be obligated to accept any prospective tenant unless such proposed tenant meets all of Landlord's leasing criteria. Landlord shall not be liable for, nor shall Tenant's obligations hereunder be diminished because of, Landlord's failure to relet the Premises or to collect rent due for such reletting. Tenant shall not be entitled to the excess of any consideration obtained by reletting over the Rent due hereunder. Reentry by Landlord in the Premises shall not affect Tenant's obligations hereunder for the unexpired Term; rather, Landlord may, from time to time, bring an action against Tenant to collect amounts due by Tenant, without the necessity of Landlord's waiting until the expiration of the Term. Unless Landlord delivers written notice to Tenant expressly stating that it has elected to terminate this Lease, all actions taken by Landlord to dispossess or exclude Tenant from the Premises shall be deemed to be taken under this Section 17(b). If Landlord elects to proceed under this Section 17(b), it may at any time elect to terminate this Lease under Section 17(a); (c) Perform Acts on Behalf of Tenant. Perform any act Tenant is obligated to perform under the terms of this Lease (and enter upon the Premises in connection therewith if necessary) in Tenant's name and on Tenant's behalf, without being liable for any claim for damages therefor, except to the extent caused by Landlord's gross negligence or willful misconduct in performing such obligation, and Tenant shall reimburse Landlord on demand for any expenses which Landlord may incur in thus effecting compliance with Tenant's obligations under this Lease (including, but not limited to, collection costs and legal expenses), plus interest thereon at the Default Rate; (d) Suspension of Services. Suspend any services required to be provided by Landlord hereunder without being liable for any claim for damages therefor; (e) Distress for Rent. Institute a distress for rent action and obtain a distress writ under Section 83.11 through 83.19, Florida Statutes; or (f) Alteration of Locks. Additionally, with or without notice, and to the extent permitted by Law, Landlord may alter locks or other security devices at the Premises to deprive Tenant of access thereto, and Landlord shall not be required to provide a new key or right of access to Tenant. In calculating Tenant's liability following an Event of Default, the Percentage Rent for which Tenant shall be liable after termination of this Lease or of Tenant's rights of possession shall be determined by averaging the Percentage Rent payable during the 24 month period prior to such termination (or, if shorter, the period from the Commencement Date to termination). RETAIL LEASE, Page 18 18. Pavment by Tenant; Non -Waiver, Cumulative Remedies. (a) Payment by Tenant. Upon any Event of Default, Tenant shall pay to Landlord all costs incurred by Landlord (including court costs and reasonable attorneys' fees and expenses) in (1) obtaining possession of the Premises, (2) removing and storing Tenant's or any other occupant's property, (3) repairing, restoring, altering, remodeling, or otherwise putting the Premises into the condition required at the expiration of the Term, (4) if Tenant is dispossessed of the Premises and this Lease is not terminated, reletting all or any part of the Premises (including reasonable brokerage commissions, cost of tenant finish work, and other costs incidental to such reletting), (5) performing Tenant's obligations which Tenant failed to perform, and (6) enforcing, or advising Landlord of, its rights, remedies, and recourses arising out of the default. To the full extent permitted by law, Landlord and Tenant agree the federal and state courts of the state in which the Shopping Center is located shall have exclusive jurisdiction over any matter relating to or arising from this Lease and the parties' rights and obligations under this Lease. (b) No Waiver. Landlord's acceptance of Rent following an Event of Default shall not waive Landlord's rights regarding such Event of Default. No waiver by Landlord of any violation or breach of any of the terms contained herein shall waive Landlord's rights regarding any future violation of such term. Landlord's acceptance of any partial payment of Rent shall not waive Landlord's rights with regard to the remaining portion of the Rent that is due, regardless of any endorsement or other statement on any instrument delivered in payment of Rent or any writing delivered in connection therewith; accordingly, Landlord's acceptance of a partial payment of Rent shall not constitute an accord and satisfaction of the full amount of the Rent that is due. (c) Cumulative Remedies. Any and all remedies set forth in this Lease: (1) shall be in addition to any and all other remedies Landlord may have at law or in equity, (2) shall be cumulative, and (3) may be pursued successively or concurrently as Landlord may elect. The exercise of any remedy by Landlord shall not be deemed an election of remedies or preclude Landlord from exercising any other remedies in the future. (d) Tenant Waiver. Tenant hereby expressly, unconditionally and irrevocably waives all constitutional, statutory or common law bonding requirements including the requirement under Section 83.12, Florida Statutes that Landlord file a bond payable to Tenant; it being the intention of the parties that no bond shall be required in any distress action. 19. Landlord's Lien. In addition to any statutory landlord's lien, now or hereafter enacted, Tenant grants to Landlord, to secure performance of Tenant's obligations hereunder, a security interest in all of Tenant's property situated in or upon, or used in connection with, the Premises or the Shopping Center, and all proceeds thereof (except merchandise sold in the ordinary course of business) (collectively, the "Collateral'), and the Collateral shall not be removed from the Premises or the Shopping Center without the prior written consent of Landlord until all obligations of Tenant have been fully performed. Such personalty thus encumbered includes specifically all trade and other fixtures for the purpose of this Section 19 and inventory, equipment, contract rights, accounts receivable and the proceeds thereof. Upon the occurrence of an Event of Default, Landlord may, in addition to all other remedies, without notice or demand except as provided below, exercise the rights afforded to a secured party under the Uniform Commercial Code of the state in which the Premises are located (the "UCC"). To the extent the UCC requires Landlord to give to Tenant notice of any act or event and such notice cannot be validly waived before a default occurs, then five days' prior written notice thereof shall be reasonable notice of the act or event. In order to perfect such security interest, Landlord may file any financing statement or other instrument necessary at Tenant's expense at the state and county Uniform Commercial Code filing offices. Tenant grants to Landlord a power of attorney to execute and file any financing statement or other necessary instrument to perfect Landlord's security interest under this Section 19, which power is coupled with an interest and is irrevocable during the Term. Landlord may also file a copy of this Lease as a financing statement to perfect its security interest in the Collateral. Within ten days following written request therefor, Tenant shall execute financing statements to be filed of record to perfect Landlord's security interest in the Collateral. 20. Surrender of Premises. No act by Landlord shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender of the Premises shall be valid unless it is in writing and signed by Landlord. At the expiration or termination of this Lease, Tenant shall deliver to Landlord the Premises with all improvements located therein in good repair and condition, free of Hazardous Materials placed on the Premises RETAIL LEASE, Page 19 during the Term, broom -clean, reasonable wear and tear (and condemnation and Casualty damage not caused by Tenant, as to which Sections 13 and 14 shall control) excepted, and shall deliver to Landlord all keys to the Premises. Provided that no default by Tenant then exists under this Lease, Tenant may remove all unattached trade fixtures (which, for purposes of this sentence, shall not include carpeting, floor coverings, attached shelving, lighting fixtures, wall coverings, or similar improvements), fiuniture, and personal property placed in the Premises or elsewhere in the Shopping Center by Tenant (but Tenant may not remove any such item which was paid for, in whole or in part, by Landlord or any wiring or cabling unless Landlord requires such removal). Additionally, Tenant shall remove such alterations, additions, improvements, trade fixtures, personal property, signs, equipment, wiring, conduits, cabling and furniture (including Tenant's Off -Premises Equipment) as Landlord requests; however, Tenant shall not be required to remove any addition or improvement to the Premises or the Shopping Center if Landlord has specifically agreed in writing that the improvement or addition in question need not be removed. Tenant shall repair all damage caused by such removal. All items not so removed shall, at Landlord's option, be deemed to have been abandoned by Tenant and may be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant and without any obligation to account for such items; any such disposition shall not be considered a strict foreclosure or other exercise of Landlord's rights in respect of the security interest granted under Section 19. The provisions of this Section 20 shall survive the end of the Term. 21. Holding Over. If Tenant fails to vacate the Premises at the end of the Term, then Tenant shall be a tenant at sufferance and (a) Tenant shall pay, in addition to the other Rent, Minimum Rent equal to 150% of the Rent payable during the last month of the Term, and (b) Tenant shall otherwise continue to be subject to all of Tenant's obligations under this Lease. The provisions of this Section 21 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant fails to surrender the Premises upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys' fees) and liability resulting from such failure, including any claims made by any succeeding tenant founded upon such failure to surrender, and any lost profits to Landlord resulting therefrom. 22. Certain Rights Reserved by Landlord. Provided that the exercise of such rights does not unreasonably interfere with Tenant's occupancy of the Premises, Landlord shall have the following rights: (a) Shopping Center Operations. To decorate and to make inspections, repairs, alterations, additions, changes, or improvements, whether structural or otherwise, in and about the Shopping Center, or any part thereof; to enter upon the Premises (after giving Tenant reasonable notice thereof, which may be oral notice, except in cases of real or apparent emergency, in which case no notice shall be required) and, during the continuance of any such work, to temporarily close doors, entryways, public space, and corridors in the Shopping Center; to interrupt or temporarily suspend Shopping Center services and facilities; to change the name of the Shopping Center, and to change the arrangement and location of entrances or passageways, doors, and doorways, corridors, elevators, stairs, restrooms, or other public parts of the Shopping Center; (b) Security To take such reasonable measures as Landlord deems advisable for the security of the Shopping Center and its occupants; evacuating the Shopping Center for cause, suspected cause, or for drill purposes; temporarily denying access to the Shopping Center; and closing the Shopping Center after normal business hours and on Sundays and holidays, subject, however, to Tenant's right to enter when the Shopping Center is closed after normal business hours under such reasonable regulations as Landlord may prescribe from time to time; (c) Prospective Purchasers and Lenders. To enter the Premises at all reasonable hours, upon reasonable prior notice, to show the Premises to prospective purchasers or lenders; and (d) Prospective Tenants. At any time during the last 12 months of the Term (or earlier if Tenant has notified Landlord in writing that it does not desire to renew the Term) or at any time following the occurrence of an Event of Default which remains uncured, to enter the Premises at all reasonable hours, upon reasonable prior notice, to show the Premises to prospective tenants. 23. Substitution Space. Landlord may, at Landlord's expense, relocate Tenant within the Shopping Center to space which is comparable in size, utility and condition to the Premises. If Landlord relocates Tenant, RETAIL LEASE, Page 20 Landlord shall reimburse Tenant for Tenant's reasonable out-of-pocket expenses for moving Tenant's furniture, equipment, and supplies from the Premises to the relocation space and for reprinting Tenant's stationery of the same quality and quantity as Tenant's stationery supply on hand immediately before Landlord's notice to Tenant of the exercise of this relocation right. Upon such relocation, Landlord's depiction of the relocation space shall be substituted as Exhibit A hereto and such relocation space shall be deemed to be the Premises and the terms of this Lease shall remain in full force and shall apply to the relocation space. No amendment or other instrument shall be necessary to effectuate the relocation contemplated by this Section; however, if requested by Landlord, Tenant shall execute an appropriate amendment document within ten business days after Landlord's written request therefor. If Tenant fails to execute such relocation amendment within such time period, or if Tenant fails to relocate within the time period stated in Landlord's relocation notice to Tenant (or, if such relocation space is not available on the date specified in Landlord's relocation notice, as soon thereafter as the relocation space becomes available and is tendered to Tenant in the condition required by this Lease), then, in addition to Landlord's other remedies set forth in this Lease, at law and/or in equity, Landlord may terminate this Lease by notifying Tenant in writing thereof at least 60 days prior to the termination date contained in Landlord's termination notice. Time is of the essence with respect to Tenant's obligations under this Section. 24. Miscellaneous. (a) Landlord Transfer. Landlord may transfer any portion of the Shopping Center and any of its rights under this Lease. If Landlord assigns its rights under this Lease, then Landlord shall thereby be released from any further obligations hereunder arising after the date of transfer, provided that the assignee assumes in writing Landlord's obligations hereunder arising from and after the transfer date. (b) Landlord's Liability. The liability of Landlord (and its partners, shareholders or members) to Tenant (or any person or entity claiming by, through or under Tenant) for any default by Landlord under the terms of this Lease or any matter relating to or arising out of the occupancy or use of the Premises and/or other areas of the Shopping Center (including the Common Area) shall be limited to Tenant's actual direct, but not consequential, damages therefor and shall be recoverable only from the interest of Landlord in the Shopping Center, and Landlord (and its partners, shareholders or members) shall not be personally liable for any deficiency. The provisions of this Section shall survive any expiration or termination of this Lease. (c) Force Majeure. Other than for Tenant's obligations under this lease that can be performed by the payment of money (e.g., payment of Rent and maintenance of insurance), whenever a period of time is herein prescribed for action to be taken by either party hereto, such party shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, terrorist acts or activities, governmental laws, regulations, or restrictions, or any other causes of any kind whatsoever which are beyond the control of such party. (d) Brokerage. Neither Landlord nor Tenant has dealt with any broker or agent in connection with the negotiation or execution of this Lease, other than CBRE, Inc. (on behalf of Landlord) and Remax Commercial (on behalf of Tenant), each of whose commission shall be paid by Landlord pursuant to a separate written agreement. Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys' fees, liens and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. (e) Estoppel Certificates. From time to time, Tenant shall furnish to any party designated by Landlord, within ten days after Landlord has made a request therefor, a certificate signed by Tenant confirming and containing such factual certifications and representations as to this Lease as Landlord may reasonably request. Unless otherwise required by Landlord's Mortgagee or a prospective purchaser or mortgagee of the Shopping Center, the initial form of estoppel certificate to be signed by Tenant is attached hereto as Exhibit H. If Tenant does not deliver to Landlord the certificate signed by Tenant within such required time period, Landlord, Landlord's Mortgagee and any prospective purchaser or mortgagee, may conclusively presume and rely upon the following facts: (1) this Lease is in full force and effect; (2) the terms and provisions of this Lease have not been changed except as otherwise represented by Landlord; (3) not more than one monthly installment of Minimum Rent and other charges have been paid in advance; (4) there are no claims against Landlord nor any defenses or rights of offset RETAIL LEASE, Page 21 against collection of Rent or other charges; and (5) Landlord is not in default under this Lease. In such event, Tenant shall be estopped from denying the truth of the presumed facts. (i) Notices. All notices and other communications given pursuant to this Lease shall be in writing and shall be (1) mailed by first class, United States Mail, postage prepaid, certified, with return receipt requested, and addressed to the parties hereto at the address specified in the Basic Lease Information, (2) hand delivered to the intended addressee, (3) sent by a nationally recognized overnight courier service, or (4) sent by facsimile transmission during normal business hours followed by a confirmatory letter sent in another manner permitted hereunder. All notices shall be effective upon delivery to the address of the addressee (even if such addressee refuses delivery thereof). The parties hereto may change their addresses by giving notice thereof to the other in conformity with this provision. (g) Separability. If any clause or provision of this Lease is illegal, invalid, or unenforceable under present or future laws, then the remainder'of this Lease shall not be affected thereby and in lieu of such clause or provision, there shall be added as a part of this Lease a clause or provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable. (h) Amendments; Binding Effect, No Electronic Records. This Lease may not be amended except by instrument in writing signed by Landlord and Tenant. No provision of this Lease shall be deemed to have been waived by Landlord unless such waiver is in writing signed by Landlord, and no custom or practice which may evolve between the parties in the administration of the terms hereof shall waive or diminish the right of Landlord to insist upon the performance by Tenant in strict accordance with the terms hereof. Landlord and Tenant hereby agree not to conduct the transactions or communications contemplated by this Lease by electronic means, except by facsimile transmission as specifically set forth in Section 24(f); nor shall the use of the phrase "in writing" or the word "written" be construed to include electronic communications except by facsimile transmissions as specifically set forth in Section 24(fl. The terms and conditions contained in this Lease shall inure to the benefit of and be binding upon the parties hereto, and upon their respective successors in interest and legal representatives, except as otherwise herein expressly provided. This Lease is for the sole benefit of Landlord and Tenant, and, other than Landlord's Mortgagee, no third party shall be deemed a third party beneficiary hereof. (i) Quiet Enioyment. Provided Tenant has performed all of its obligations hereunder, Tenant shall peaceably and quietly hold and enjoy the Premises for the Term, without hindrance from Landlord or any party claiming by, through, or under Landlord, but not otherwise, subject to the terms and conditions of this Lease. (j) No Merger. There shall be no merger of the leasehold estate hereby created with the fee estate in the Premises or any part thereof if the same person acquires or holds, directly or indirectly, this Lease or any interest in this Lease and the fee estate in the leasehold Premises or any interest in such fee estate. (k) No Offer. The submission of this Lease to Tenant shall not be construed as an offer, and Tenant shall not have any rights under this Lease unless Landlord executes a copy of this Lease and delivers it to Tenant. (1) Entire Agreement. This Lease constitutes the entire agreement between Landlord and Tenant regarding the subject matter hereof and supersedes all oral statements and prior writings relating thereto. Except for those set forth in this Lease, no representations, warranties, or agreements have been made by Landlord or Tenant to the other with respect to this Lease or the obligations of Landlord or Tenant in connection therewith. The normal rule of construction that any ambiguities be resolved against the drafting party shall not apply to the interpretation of this Lease or any exhibits or amendments hereto. (m) Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF OR WITH RESPECT TO THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. RETAIL LEASE, Page 22 (n) Governing Law. This Lease shall be governed by and construed in accordance with the laws of the state in which the Premises are located. (o) Recording. Tenant shall not record this Lease or any memorandum of this Lease without the prior written consent of Landlord, which consent may be withheld or denied in the sole and absolute discretion of Landlord and any recordation by Tenant shall be a material breach of this Lease. Tenant grants to Landlord a power of attorney to execute and record a release releasing any such recorded instrument of record that was recorded without the prior written consent of Landlord. (p) Water or Mold Notification. To the extent Tenant or its agents or employees discover any water leakage, water damage or mold in or about the Premises or Shopping Center, Tenant shall promptly notify Landlord thereof in writing. (q) Joint and Several Liability. If Tenant is comprised of more than one party, each such party shall be jointly and severally liable for Tenant's obligations under this Lease. All unperformed obligations of Tenant hereunder not fully performed at the end of the Term shall survive the end of the Term, including payment obligations with respect to Rent and all obligations concerning the condition and repair of the Premises. (r) Financial Reports. Within 15 days after Landlord's request, Tenant will furnish Tenant's most recent audited financial statements (including any notes to them) to Landlord, or, if no such audited statements have been prepared, such other financial statements (and notes to them) as may have been prepared by an independent certified public accountant or, failing those, Tenant's internally prepared financial statements. If Tenant is a publicly traded corporation, Tenant may satisfy its obligations hereunder by providing to Landlord Tenant's most recent annual and quarterly reports. Landlord will not disclose any aspect of Tenant's financial statements that Tenant designates to Landlord as confidential except (1) to Landlord's Mortgagee or prospective mortgagees or purchasers of the Shopping Center, (2) in litigation between Landlord and Tenant, and/or (3) if required by court order. Tenant shall not be required to deliver the financial statements required under this Section 24(r) more than once in any 12 -month period unless requested by Landlord's Mortgagee or a prospective buyer or lender of the Shopping Center or an Event of Default occurs. (s) Landlord's Fees. Whenever Tenant requests Landlord to take any action not required of it hereunder or give any consent required or permitted under this Lease, Tenant will reimburse Landlord for Landlord's reasonable, out-of-pocket costs payable to third parties and incurred by Landlord in reviewing the proposed action or consent, including reasonable attorneys', engineers' or architects' fees, within ten days after Landlord's delivery to Tenant of a statement of such costs. Tenant will be obligated to make such reimbursement without regard to whether Landlord consents to any such proposed action. (t) Telecommunications. Tenant and its telecommunications companies, including local exchange telecommunications companies and alternative access vendor services companies, shall have no right of access to and within the Shopping Center, for the installation and operation of telecommunications systems, including voice, video, data, Internet, and any other services provided over wire, fiber optic, microwave, wireless, and any other transmission systems ("Telecommunications Services"), for part or all of Tenant's telecommunications within the Shopping Center and from the Shopping Center to any other location without Landlord's prior written consent, not to be unreasonably withheld. All providers of Telecommunications Services shall be required to comply with the rules and regulations of the Shopping Center, applicable Laws and Landlord's policies and practices for the Shopping Center. Tenant acknowledges that Landlord shall not be required to provide or arrange for any Telecommunications Services and that Landlord shall have no liability to any Tenant Party in connection with the installation, operation or maintenance of Telecommunications Services or any equipment or facilities relating thereto. Tenant, at its cost and for its own account, shall be solely responsible for obtaining all Telecommunications Services. (u) Confidentiality. Tenant acknowledges that the terms and conditions of this Lease are to remain confidential for Landlord's benefit, and may not be disclosed by Tenant to anyone, by any manner or means, directly or indirectly, without Landlord's prior written consent; however, Tenant may disclose the terms and conditions of this Lease if required by Law or court order, to its attomeys, accountants, employees and existing or prospective financial partners provided same are advised by Tenant of the confidential nature of such terms and RETAIL LEASE, Page 23 conditions and agree to maintain the confidentiality thereof (in each case, prior to disclosure). Tenant shall be liable for any disclosures made in violation of this Section by Tenant or by any entity or individual to whom the terms of and conditions of this Lease were disclosed or made available by Tenant. The consent by Landlord to any disclosures shall not be deemed to be a waiver on the part of Landlord of any prohibition against any future disclosure. (v) Tenant's Restriction. If Tenant, any Affiliate, or its partners, shareholders or members shall, directly or indirectly, and whether as principal, partner, shareholder or otherwise, own, operate or become financially interested in any business similar to or in competition with, or using the trade name of, the business for which the Premises are leased hereunder within a radius of three miles measured from the outside boundary of the Shopping Center (the "Restricted Area"), then all revenues derived from such competing business shall be included in Tenant's Gross Sales for the purposes of determining Percentage Rent under this Lease. Upon request, Tenant shall provide Landlord with complete information concerning all revenues and sales made from any competing business located within the Restricted Area in the same manner as provided herein for determining Percentage Rent and Landlord shall be entitled to all rights, remedies and recourses provided for in this Lease in enforcing the provisions of this Section. This Section shall not apply to any competing business within the Restricted Area that is being operated by Tenant on the date this Lease is executed. Nothing in this Section or in any other provision of this Lease shall be deemed to create an express or implied exclusive use covenant in favor of Tenant. (w) Authority. Tenant (if a corporation, partnership or other business entity) hereby represents and warrants to Landlord that Tenant is a duly formed and existing entity qualified to do business in the state in which the Premises are located, that Tenant has full right and authority to execute and deliver this Lease, and that each person signing on behalf of Tenant is authorized to do so. Landlord hereby represents and warrants to Tenant that Landlord is a duly formed and existing entity qualified to do business in the state in which the Premises are located, that Landlord has full right and authority to execute and deliver this Lease, and that each person signing on behalf of Landlord is authorized to do so. (x) Hazardous Materials. The term "Hazardous Materials" means any substance, material, or waste which is now or hereafter classified or considered to be hazardous, toxic, or dangerous under any Law relating to pollution or the protection or regulation of human health, natural resources or the environment, or poses or threatens to pose a hazard to the health or safety of persons on the Premises or in the Shopping Center. Tenant shall not use, generate, store, or dispose of, or permit the use, generation, storage or disposal of Hazardous Materials on or about the Premises or the Shopping Center except in a manner and quantity necessary for the ordinary performance of Tenant's business, and then in compliance with all Laws. If Tenant breaches its obligations under this Section 24(x), Landlord may immediately take any and all action reasonably appropriate to remedy the same, including taking all appropriate action to clean up or remediate any contamination resulting from Tenant's use, generation, storage or disposal of Hazardous Materials. Tenant shall not undertake, nor shall Tenant permit any Tenant Party to undertake, any invasive investigation, drilling or sampling of the soil or groundwater at the Premises or the Shopping Center without the prior written consent of Landlord, which consent shall be in Landlord's sole discretion. Notwithstanding anything contained in Section 10(d), Tenant shall defend, indemnify, and hold harmless Landlord and its representatives and agents from and against any and all claims, demands, liabilities, causes of action, suits, judgments, damages and expenses (including reasonable attorneys' fees and cost of clean up and remediation) arising from Tenant's failure to comply with the provisions of this Section 24(x). This indemnity provision shall survive termination or expiration of this Lease. (y) List of Exhibits. All exhibits and attachments attached hereto are incorporated herein by this reference. RETAIL LEASE, Page 24 Exhibit A - Outline of Premises Exhibit B - Description of Shopping Center Exhibit C - Certain Common Area Costs Exhibit D - Tenant Finish -Work Exhibit E - Sign Criteria Exhibit F - Shopping Center Rules and Regulations Exhibit G - Form of Confirmation of Commencement Date Letter Exhibit H - Form of Tenant Estoppel Certificate Exhibit I - Prohibited Uses Exhibit J - Guaranty Exhibit K - Renewal Option Exhibit L - Rent Abatement Provisions (z) Prohibited Persons and Transactions. Tenant represents and warrants to Landlord that Tenant is currently in compliance with and shall at all times during the Term (including any extension thereof) remain in compliance with the regulations of the OFAC of the Department of the Treasury (including those named on OFAC's Specially Designated Nationals and Blocked Persons List) and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action relating thereto. (aa) Radon Notice. Florida Statutes 404.056: RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department. 25. Other Provisions. (a) Guaranty. As additional consideration for Landlord to enter into this Lease, Tenant shall cause Guarantor (as defined in EXHIBIT D to execute the guaranty, attached hereto as EXHIBIT J and Tenant shall deliver same to Landlord contemporaneously with Tenant's execution hereof. Tenant's failure to deliver such guaranty as required in the preceding sentence shall be an automatic Event of Default under this Lease, with no notice being necessary to Tenant, and Landlord shall be entitled to exercise any and all rights and remedies available to it hereunder, as well as at law or in equity. Additionally, if Tenant fails to deliver such guaranty, Landlord, notwithstanding anything to the contrary contained in this Lease, (1) shall not be required to perform any tenant improvement work in the Premises, (2) shall not be required to make any reimbursements or allowances in connection with any tenant improvement work, (3) shall not be required to pay any brokerage commissions to the broker or brokers representing Tenant in connection with this Lease (and Tenant shall indemnify Landlord against all costs, expenses, attorneys' fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under Tenant), (4) may terminate this Lease by providing Tenant five days advance written notice thereof, and (5) shall not be required to honor any renewal rights set forth in this Lease, if any. RETAIL LEASE, Page 25 LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT'S INTENDED COMMERCIAL PURPOSE, AND TENANT'S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. [SIGNATURE PAGE FOLLOWS] RETAIL LEASE, Page 26 This Lease is executed on the respective dates set forth below, but for reference purposes, this lease shall be dated as of the date first above written. if the execution date is left blank, this Lease shall be deemed executed as of the date first written above. �l tinted Name Printed Name RETAIL LEASE, Page 1 CH REALTY VH-P'SREG BOYNTON BEACH LAS VENTANAS, L.L.C., a Delaware limited liability company By: PSREG Las Ventanas, LLC, a Georgia limited liability company, its manager By: Pollack Shores Real Estate Group, LLC, a Georgia linuted liability company, its manager By: Name: Q 1 Title: C BOYNTON STRETCH LLC, a Florida limited liability company By: Name-. - Title:' f�'f111i1�Y'YIi] OUTLINE OF PREMISES This Exhibit is attached to this Lease solely for the purpose of locating the Premises within the Shopping. Center and depicting the general layout of the Shopping Center and shall not be deemed to be a representation, warranty or agreement by Landlord as to any information shown hereon or that the Shopping Center or stores be exactly as indicated hereon. S 0 C 0 I'M f, =t.R� ..Tie `h. 1.. 1,p; , EXHIBIT A. Outline of Premises — Page A-1 DESCRIPTION OF SHOPPING CENTER All of Las Ventanas according to the plat thereof as recorded in Plat Book 110, Page 89 and 90, Public Records of Palm Beach County, Florida. EXHIBIT B, Description of Shopping Center — Page B-1 EXHIBIT C CERTAIN COMMON AREA COSTS 1. All expenses related to the ownership, operation, maintenance, management (including management fees), equipping, repair or security of the Shopping Center, including salaries, taxes, insurance, and employee benefits; 2. All supplies and materials used in the operation, maintenance or repair of the Shopping Center, including any exterior landscaping and holiday decorations; 3. Costs of utilities for the Common Area of the Shopping Center, including the cost of water and power for heating, lighting, air conditioning and ventilating, and operating fountains; 4. All expenses related to the repair, service, or maintenance of the Shopping Center and the equipment therein, including roof repairs and replacement, window cleaning, plumbing and electrical repair, maintenance and repair of the HVAC systems exclusively serving the Common Area, sprinkler system maintenance and repair, signage maintenance and repair, pest control, plate glass repair and replacement, elevator maintenance and janitorial service; 5. All capital expenditures related to the ownership, operation, maintenance and repair of the Shopping Center, including those incurred to effect a reduction in the operating expenses of the Shopping Center or which relate to a capital item installed pursuant to any Law, reserves for replacement of capital items and depreciation of machinery and equipment used in connection with the Shopping Center and its maintenance; and 6. Costs of cleaning, landscaping, snow and ice removal, painting, policing; providing security (if Landlord elects to provide security), fire protection, drainage, striping, repair and replacement of parking surfaces, and of complying with Laws enacted or effective after the date hereof (or interpretations hereafter rendered with respect to any existing Law). EXHIBIT C, Certain Common Area Costs — Page C-1 EXHIBIT D TENANT FINISH -WORK: AS -IS Tenant hereby accepts the Premises in their "AS -IS" condition, and Landlord shall have no obligation to perform any work therein (including demolition of any improvements existing therein or construction of any tenant finish -work or other improvements therein), and shall not be obligated to reimburse Tenant or provide an allowance for any costs related to the demolition or construction of improvements therein. Before Tenant may occupy the Premises to conduct its business therein, Tenant shall, at its expense, obtain and deliver to Landlord a certificate of occupancy from the appropriate governmental authority for the Premises. EXHIBIT D, Tenant Finish -Work: As -Is - Page D-1 EXHIBIT E SIGN CRITERIA Building, Window and Door Signage: 1. Wall signs to be internally -illuminated cabinet signs with "push-thru" graphics and decorative moldings/embellishments per Art Sign Company drawing #09-07-06-247, Sheet #4 (front signs), and drawing #09-07-06-247, Sheet #6 (rear signs). 2. Sign cabinet depth to be 8" excluding 3. Front signs to be a maximum of one (1) square foot per linear foot of storefront lease space, square footage calculated exclusive of moldings/embellishments. 4. Rear signs to be a maximum of one-half (0.5) square foot per linear foot of storefront lease space, square footage calculated exclusive of moldings/embellishments. 5. Moldings/embellishments fabricated from 1" thick Sintra brand PVC. 6. Sign cabinet fabricated from heliarc-welded aluminum angle internal frame with external .125 aluminum face and sides. 7. All graphics computer -routed into aluminum face with matching computer -routed %" thick clear acrylic inserted into the routed aluminum voids in the face, creating a "push-thru" appearance. 8. 3M brand #3630-33 red translucent vinyl graphic fihn to be applied to the faces of the Y4" acrylic "push-thru" graphics. 9. Tenant graphics to be in the font of the tenants' choice. 10. Logos are not to exceed 20% of the sign face area. 11. Aluminum sign face and sides to be in texturized stucco -like finish Sherwin-Williams #6140 Moderate White, 12. Sintra brand PVC moldingslembellishments to be in texturized stucco -like finish to match brown paint of building trim. 13. Internal illumination from High Output fluorescent lamps and ballasts with all wiring in U.L. compliant conduit and raceways concealed within the sign cabinet. 14. All fabrication, installation and wiring to meet or exceed all applicable building and electrical codes and all U.L. requirements and specifications. 15. Window graphics may be black or white die -cut vinyl lettering only. Any window graphics should be limited to a maximum of 6 inch tall lettering and limited to no more than 10% of the door and one adjacent window surface of any tenant. 16. No sign shall be installed without written landlord approval, City approval, and permit. 17. No signage is to be allowed on awnings. 18. Stacked font is allowed, permitted that stacked copy will fit within the designated sign band and will not appear crowded, look inappropriate, or out of scale and character with adjacent signage. EXHIBIT E, Sign Criteria — Page E-1 Prohibited Skins: A. Animated/fluttering signs B. Balloons C. Bus bench signs D. Festoons E. Flashing signs F. Roof signs G. Rotating signs H. Signs that swing I. Sidewalk signs (sandwich/"A" frame) J. Portable signs K Exposed neon tubing signs L. Signs that obstruct free ingress to or egress from a door, window, fire escape or other required exit or entrance. M. Snipe signs or signs attached to or painted on fire escapes, television antennas, satellite dishes, utility poles or any other associated structure. N. Signs which emit odors, sounds, smoke, vapor or other visible matter. O. Unauthorized signs on property owned by or under control of the City of Boynton Beach. P. Banners (unless approved pursuant to Chapter 21) Q. Off premises signs, except those permitted under Chapter 21, Article III, Section 6 (Special Signs) or Chapter 22, Article II, Section 7, Paragraph O (Neighborhood Identification Signs). R. Electrical or illuminated signs in residential zoning districts, except that in a development where models are being demonstrated, an illuminated sign, meeting the other requirements of this chapter, may be used provided no illumination is shown between the hours of 9:00 p.m. and 7:00 a.m. the following day. S. Bill boards T. Non -geometric signs shaped to depict figures or demonstrative shapes used to attract attention to the business activity with which the sign is associated. U. Painted wall signs V. Pylon signs W. Any other sign prohibited by the City of Boynton Beach EXHIBIT E, Sign Criteria — Page E-2 EXHIBIT F SHOPPING CENTER RULES AND REGULATIONS The following rules and regulations shall apply to Tenant's use of Premises and the Shopping Center, and the appurtenances thereto: 1. OPERATION. Tenant shall conduct its business in the Premises in all respects in a dignified manner and in accordance with high standards of store operation and that of a first-class shopping center. 2. BUSINESS HOURS. Tenant will remain open for business Monday through Saturday from 10:00 a.m. to 6 p.m., plus any additional hours for the Shopping Center as set by the Landlord from time to time. Tenant may also remain open for any additional hours desired by Tenant, subject to Landlord approval. 3. WINDOW TREATMENTS. No curtains, draperies, blinds, shades, window tinting, or screens shall be attached to or hung or used in connection with any window or door of the Premises without prior consent of the Landlord. Curtains, draperies, blinds, shades or screens must be of a quality, type, design and color approved by Landlord. Further, all draperies, shades or screens shall have a natural color or fabric facing exterior window views. 4. DELIVERIES. All deliveries or shipments of any kind to and from the Premises shall be made in a manner directed by Landlord with no exceptions. Failure to abide by this rule could result in a fine by the applicable governing municipality, and Tenant shall indemnify and hold Landlord harmless from and against any costs in connection with Tenant's violation of this restriction. Loading and unloading of merchandise, supplies and other goods, shall be made only by way of the rear of the Premises at a location designated by Landlord, and only at such times designated for such purpose by Landlord; trailers and/or trucks servicing the Demised Premises may only park in portions of the Shopping Center designated for such purpose by Landlord, and only while actively loadinglunloading. In no event may any trucks be parked in a manner which may interfere with the use of the Common Area or any pedestrian or vehicular access. 5. RADIO TELEVISION EXTERIOR NOISE. No radio, television, phonograph or other devices, or aerial attached thereto (inside or outside the Premises) shall be installed without first obtaining in each instance the Landlord's written consent; and if such consent be given, unless otherwise approved, no such device shall be used in a manner so as to be heard or seen outside of the Premises, and no advertising medium shall be used which can be seen, heard or experienced outside the Premises, including, but not limited to, flashing lights and searchlights. If any live music is played in the Premises, same shall be performed in a manner so as not to be heard outside of the Premises. Any nightclub shall install sound attenuation materials approved by Landlord inside the walls and ceilings of Premises. 6. AREAS ADJOINING PREMISES. Tenant shall keep the areas immediately adjoining the Premises in the front and at the rear of the Premises, including any portion of the Common Area where Tenant is given the right to use for a sales or service area, clean and free from dirt and rubbish, and Tenant shall not place, suffer or permit any obstructions or property in such areas or in any area outside of the Premises. 7. MAINTENANCE. Tenant will maintain the Premises at its own expense in a clean, orderly and sanitary condition and free of unreasonable odors, insects, rodents, vermin, and other pests; will not bum or permit undue accumulation of garbage, trash, rubbish and other refuse, and will remove the same from the Premises to compactors or other receptacles provided by Landlord, and will keep such refuse in proper containers on the interior of the Premises until so removed from the Premises. Tenant shall keep the entry and exit ways immediately adjoining the Premised clean and shall not place or permit any rubbish, obstruction or merchandise in such areas. Tenant shall break down, flatten or otherwise condense all boxes and trash placed in any trash receptacle. Notwithstanding the foregoing, Tenant at its expense shall make special arrangements, which must be acceptable to Landlord, for the collection, storage and removal of any grease, oils, fats, renderings, foods, or similar waste all of which shall be carried and not dragged to the appropriate disposal facility, and shall not place same in any compactors or other trash receptacles for the Shopping Center or in the sewer system of the Shopping Center, or in the alternative Landlord will have the right to remove same and charge Tenant for all costs associated therewith, which shall be paid within ten (10) days after written demand by Landlord. No such waste materials shall be EXHIBIT F, Shopping Center Rules and Regulations — Page F-1 removed from the Premises in any leaking bags or containers, and if any such waste materials spill on any portion of the Common Area same shall be immediately cleaned up by Tenant. 8. STORAGE OF ARTICLES OUTSIDE PREMISES. Tenant will not place or maintain any merchandise, vending machines or other articles in the vestibule or entry of the Premises, on the footwalks adjacent thereto or elsewhere on the exterior thereof. 9. USE OF AREAS OUTSIDE PREMISES. Tenant will not use, or permit to be used, the malls or sidewalks adjacent to the Premises, or any other space outside of the Premises for the display or sale or offering for sale of any merchandise or for any other business, occupation or undertaking, unless permitted by Landlord in writing. 10. NO SOLICITATIONS. Tenant will not use or permit the use of any portion of the Shopping Center or the Premises for solicitations, demonstrations or itinerant vending, or any activities inconsistent with reasonable standards of good Shopping Center practice; Tenant and Tenant's employees and agents shall not solicit business in the Common Area, nor shall Tenant distribute any advertising matter on automobiles parked in the parking areas or other Common Area without Landlord's prior written consent. 11. PLUMBING FACILITIES. The plumbing facilities within or serving the Premises shall not be used for any purposes other than for which they were constructed, and no foreign substances of any kind shall be thrown therein. Damage resulting to any such fixtures or appliances from misuse by Tenant or its agents, employees or invitees, shall be paid by Tenant. 12. NO SLEEPING OR LODGING. Tenant shall not use, permit or suffer the use of any portion of the Premises as living, sleeping or lodging quarters. 13. EXCESSIVE FLOOR LOADS. No load will be placed on any floor of the Premises which exceeds the floor load per square foot area which such floor area was designated to carry. 14. VIBRATION AND NOISE. All mechanical equipment and machinery in or serving the Premises will be kept free of vibration and noise which may be transmitted beyond the confines of the Premises, and, to the extent applicable, Tenant will provide sound barriers for Tenant's roof -top HVAC system to the extent required by any environmental or other law, rule, regulation, guideline or order. 15. ODORS. Tenant shall not cause or permit strong, unusual, offensive or objectionable noise, odors, fumes, dust or vapors to emanate or be dispelled from the Premises. 16. LIVE ANIMALS. No live animals will be kept on or within the Premises. 17. EXTERMINATOR SERVICE. Tenant must have the Premises serviced by a pest exterminator approved or selected by Landlord at least once per month (once a week if Tenant sells food or beverages within the Premises) at Tenant's expense. Landlord, at its option and from time to time, may, at the expense of the Tenant, employ a pest extermination contractor to service the Premises at such intervals as Landlord may require, and Tenant shall permit said contractor to enter the Premises to perform pest extermination services. 18. FLOOR COVERING. Tenant shall not lay linoleum or other similar floor covering so that such floor covering shall come in direct contact with the floor of the Premises and if linoleum or other similar floor covering is so used, an interliner of builder's deadening felt shall first be affixed to the floor by paste or other material soluble in water, so that such floor covering may be easily removed. The use of cement or other similar material is prohibited. 19. STORAGE OF VEHICLES/PARKING. No automobiles, trucks or other vehicles may be stored on the Shopping Center, or may be parked on the Shopping Center which are not capable of being run under their own power. Tenant and Tenant's employees shall park their cars only in those portions of the parking area designated for those purposes by the Landlord. Tenant shall furnish Landlord within 5 days after taking possession EXHIBIT F, Shopping Center Rules and Regulations — Page F-2 of the Premises, the state of registration and automobile license numbers assigned to vehicles belonging to Tenant's employees and shall thereafter notify the Landlord of any change within 5 days after changes occur. Landlord has and reserves the right to alter the methods used to control parking and the right to establish such controls and rules and regulations (such as parking stickers to be affixed to vehicles) regarding parking that Landlord deems desirable. Without liability, Landlord will have the right to tow or otherwise remove vehicles improperly parking, blocking ingress or egress lanes, or violating parking rules, at the expense of the offending tenant and/or owner of the vehicle. Landlord shall not have any liability on account 4 any loss or damage to any vehicle or the contents thereof, Tenant hereby agreeing to bear the risk of loss for same. In the event that the Tenant or its employees fail to park their cars in designated parking areas as aforesaid, then the Landlord, at its option, may without limiting its right to other tow or have such vehicle removed, elect to "boot" such vehicle and/or charge Tenant ten ($10.00) dollars per day or partial day per car parking in any area other than that designated for employee parking. Tenant shall indemnify, hold and save harmless Landlord of any liability arising from such towing or booting of any vehicles. 20. ADVERTISING AND PROMOTIONAL MATERIALS. Tenant will not display, paint or cause to be displayed, painted or placed, any handbills, bumper stickers or other advertising or promotional materials or devices on any vehicle parked in the parking area of the Shopping Center, whether belonging to Tenant, or to Tenant's agents or employees, or to any other person; will not distribute, or cause to be distributed, in the Shopping Center, any handbills or other advertising devices; and will not conduct or permit any activities that might constitute a nuisance or unreasonable source of annoyance to other tenants of the Shopping Center or their customers. 21. DISPLAYS AND DECORATIONS. Tenant shall not place, suffer or permit displays or decorations on the sidewalks outside of the Premises or on or upon any of the parking or other portions of the Common Area. Additionally, Tenant shall not place or permit to be placed any seating areas outside of the Premises or anywhere within the Common Area without the express prior written consent of Landlord. No signs, advertisements or notices shall be painted or affixed on or to any windows or doors or other part of the Shopping Center without the prior written consent of Landlord. No nails, hooks or screws shall be driven or inserted in any part of the Shopping Center except by Shopping Center maintenance personnel. 22. HAZARDOUS MATERIALS. a. Tenant's Restrictions: Tenant shall not cause or permit to occur: i. any violation of any federal state, or local law, ordinance, or regulation now or hereafter enacted, . related to environmental conditions on, under, or about the Premises or arising from Tenant's use or occupancy of the Premises including, but not limited to, soil and ground water conditions; or ii. the use, generation, release, manufacture, refining, production, processing, storage or disposal of any Hazardous Material without Landlord's prior written consent, which consent may be withdrawn, conditioned, or modified by Landlord in its sole and absolute discretion in order to insure compliance with all applicable "Laws" (hereinafter defined), as such Laws may be enacted or amended from time to time. b. Environmental Cleanup: i. Tenant shall, at Tenant's own expense, comply with all laws regulating the use, generation, storage, transportation, or disposal of Hazardous Materials ("Laws"). ii. Tenant shall, at Tenant's own expense, make all submissions to, provide all information required by and comply with all requirements of all governmental authorities under the Laws. iii. Should any governmental authority or any third party demand that a cleanup plan be prepared and a cleanup be undertaken because of any deposit, spill, discharge, or other release of Hazardous Materials that occurs during the term of this lease, at or from the Premises or which arises at any time from Tenant's use or occupancy of the Premises, then Tenant shall, at Tenant's own expense, prepare and submit the required plans and all related bonds and other financial assurances and Tenant shall carry out all such cleanup plans. EXHIBIT F, Shopping Center Rules and Regulations — Page F-3 C. Tenant shall promptly provide all information regarding the use, generation, storage, transportation, or disposal of Hazardous Materials that is required by Landlord. d. If Tenant fails to fulfill any duty imposed under this Paragraph within thirty (30) days following Landlord's written request, Landlord may proceed with such efforts and in such case, Tenant shall cooperate with Landlord in order to prepare all documents Landlord deems necessary or appropriate to determine the applicability of the Laws to the Premises and Tenant's use thereof and for compliance therewith and Tenant shall execute ail documents promptly upon Landlord's request and any expenses incurred by Landlord shall be payable by Tenant as an additional rent. No such action by Landlord and no attempt made by Landlord to mitigate damages under any Law shall constitute a waiver of any of Tenant's obligations under this Paragraph. .e. Tenant's obligations and liabilities under this Paragraph 22 shall survive the expiration of this Lease. 23. INCIDENT NOTICE. Tenant shall give to Landlord prompt written notice of any accident, fire, burglary, theft, or damage occurring on or to the Premises. 24. USE OF COMMON AREA. The Common Area shall not be obstructed by Tenant or used for purposes other than parking, ingress and egress to and from the Premises and for going from one to another part of the Shopping Center. 25. LOCKS. Landlord shall provide all door locks in Tenant's Premises, at the cost of Tenant, and Tenant shall not place any additional door locks in the Premises without Landlord's prior written consent. Landlord shall furnish to Tenant a reasonable number of keys to Tenant's Premises, at Tenant's cost, and Tenant shall not make duplicates thereof. 26. OPERATION OF MACHINERY. No machinery of any kind (other than normal office equipment) shall be operated by Tenant without Landlord's prior written consent, nor shall Tenant use or keep in the Shopping Center any flammable or explosive fluid or substance. 27. LOST ITEMS. Landlord will not be responsible for lost or stolen personal property, money or jewelry from a tenant's premises or public or common areas regardless of whether such loss occurs when the area is locked against entry or not. 28. VENDING MACHINES. No vending or dispensing machines of any kind may be maintained in any leased premises without the prior written permission of Landlord. 29. DISRUPTIVE ACTIVITIES. Tenant shall not conduct any activity on or about the Premises or Shopping Center which will draw pickets, demonstrators, or the like. 30. OFF-LIMITS AREAS. No tenant may enter into phone rooms, electrical rooms, mechanical rooms, or other service areas of the Shopping Center unless accompanied by Landlord or the Shopping Center manager. 31. ILLEGALAJNSAFE ACTIVITIES. Tenant will not permit any Tenant Party to bring onto the Shopping Center any handgun, firearm or other weapons of any kind, illegal drugs or, unless expressly permitted by Landlord in writing, alcoholic beverages. EXHIBIT F, Shopping Center Rules and Regulations — Page F-4 EXHIBIT I PROHIBITED USES Tenant shall not use or permit the use of the Premises for any other business or purpose, except as set forth in the Paragraph 8 of this Lease and in strict accordance with the rules and regulations for the Shopping Center. No part of the Premises shall be used for any purpose other than retail sales and/or services, offices, restaurants or other commercial purposes which are permitted by applicable zoning and other laws and which are typically found in first class retail shopping centers in the County in which the Shopping Center is located. No part of the exterior shall be used for an automatic teller machine. THE FOLLOWING PROHIBITIONS AND RESTRICTIONS SHALL NOT BE DEEMED TO APPLY TO LANDLORD, BUT ONLY TO TENANT UNDER THE LEASE. Landlord shall have the right, in Landlord's sole and absolute discretion, to waive all or any of the prohibitions set forth herein upon such matters, terms and conditions as Landlord, in its sole discretion may determine. The Premises, in whole or in part, shall not be used or operated directly or indirectly for any of the following: 1. The operation of a retail store offering the following services for sale to the general public: UPS, DHL, FedEx, Airbourne overnight delivery services, postal services, packaging and shipping services, mailbox rentals, fax for profit, and copy and printing services 2. The operation of a Greek restaurant with its principal business (more than 25% of its gross sales) being the sale of Greek food 3. The operation of a restaurant with its principal business being the sale of coffee, tea and smoothies. 4. The sale of submarine sandwiches 5. The operation of a local real estate brokerage office 6. The operation of a knitters' studio and retail sale of knitting supplies 7. The leasing and sale of motorized scooters 8. The operation of a sports bar. For purposes of this exclusive, a sports bar is a bar having more than four televisions per 1,500 square feet, billiard tables, and which shows televised sporting events on multiple televisions 9. The operation of a high-end, appointment only hair salon 10. The operation of a yoga or pilates studio or center 11. The operation of a full-service Italian -themed restaurant EXHIBIT I, Prohibited Uses — Page I-1 EXHIBIT J GUARANTY As a material inducement to Landlord to enter into the Lease Agreement, dated , 2017 (the "Lease"), between BOYNTON STRETCH LLC, a Florida limited liability company, as Tenant, and CH REALTY VII-PSREG BOYNTON BEACH LAS VENTANAS, L.L.C., a Delaware limited liability company, as Landlord, David C. Hoffman, an individual ("Guarantor'), hereby unconditionally and irrevocably guarantees the complete and timely performance of each obligation of Tenant (and any assignee) under the Lease and any extensions or renewals of and amendments to the Lease. This Guaranty is an absolute, primary, and continuing, guaranty of payment and performance and is independent of Tenant's obligations under the Lease. Guarantor (and if this Guaranty is signed by more than one person or entity, each Guarantor hereunder) shall be primarily liable, jointly and severally, with Tenant and any other guarantor of Tenant's obligations. Guarantor waives any right to require Landlord to (a) join Tenant with Guarantor in any suit arising under this Guaranty, (b) proceed against or exhaust any security given to secure Tenant's obligations under the Lease, or (c) pursue or exhaust any other remedy in Landlord's power. Until all of Tenant's obligations to Landlord have been discharged in full, Guarantor shall have no right of subrogation against Tenant. Landlord may, without notice or demand and without affecting Guarantor's liability hereunder, from time to time, compromise, extend or otherwise modify any or all of the terms of the Lease, or fail to perfect, or fail to continue the perfection of, any security interests granted under the Lease. Without limiting the generality of the foregoing, if Tenant elects to increase the size of the leased premises, extend the lease term, or otherwise expand Tenant's obligations under the Lease, Tenant's execution of such lease documentation shall constitute Guarantor's consent thereto (and such increased obligations of Tenant under the Lease shall constitute a guaranteed obligation hereunder); Guarantor hereby waives any and all rights to consent thereto. Guarantor waives any right to participate in any security now or hereafter held by Landlord. Guarantor hereby waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, dishonor and notices of acceptance of this Guaranty, and waives all notices of existence, creation or incurring of new or additional obligations from Tenant to Landlord. Guarantor further waives all defenses afforded guarantors or based on suretyship or impairment of collateral under applicable Law, other than payment and performance in full of Tenant's obligations under the Lease. The liability of Guarantor under this Guaranty will not be affected by (1) the release or discharge of Tenant from, or impairment, limitation or modification of, Tenant's obligations under the Lease in any bankruptcy, receivership, or other debtor relief proceeding, whether state or federal and whether voluntary or involuntary; (2) the rejection or disaffirmance of the Lease in any such proceeding; or (3) the cessation from any cause whatsoever of the liability of Tenant under the Lease. Guarantor shall pay to Landlord all costs incurred by Landlord in enforcing this Guaranty (including, without limitation, reasonable attorneys' fees and expenses). The obligations of Tenant under the Lease to execute and deliver estoppel statements, as therein provided, shall be deemed to also require the Guarantor hereunder to do so and provide the same relative to Guarantor following written request by Landlord in accordance with the terms of the Lease. All notices and other communications given pursuant to, or in connection with, this Guaranty shall be delivered in the same manner required in the Lease. All notices or other communications addressed to Guarantor shall be delivered at the address set forth below. This Guaranty shall be binding upon the heirs, legal representatives, successors and assigns of Guarantor and shall inure to the benefit of Landlord's successors and assigns. Notwithstanding the foregoing to the contrary, as of any particular date during the Term and any extensions or renewals thereof, the obligations guaranteed by Guarantor hereunder shall be limited to the obligation to pay all Rent payable by Tenant (and any assignee) under the Lease and any extensions or renewals of and amendments to the Lease applicable to the twelve (12) month period following such date (not taking into account any rent abatements or free rent periods). [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] EXHIBIT J, Guaranty — Page J-1 Executed as of 2017, By: an -f 4 Nae: 15avid C. I t 1) Address: 4792 North Citation Club Drive it 105 Delray Beach, FL 33445 Telephone: 561-313-8757 Driver's License No.: hl 55-163-73-32 1 -0 (FL) EXHIBIT J, Guaranty — Page 1-2 RENEWAL OPTION Provided no Event of Default exists and Tenant is occupying the entire Premises at the time of such election, Tenant may renew this Lease for one additional period of five (5) years, by delivering written notice of the exercise thereof to Landlord not earlier than 12 months nor later than nine months before the expiration of the Term. The Minimum Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate"), at the commencement of such extended Term, for renewals of space in the Shopping Center of equivalent quality, size, utility and location, with the length of the extended Term, the use of the Premises, the anticipated Gross Sales, and the credit standing of Tenant to be taken into account. Within 30 days after receipt of Tenant's notice to renew, Landlord shall deliver to Tenant written notice of the Prevailing Rental Rate and shall advise Tenant of the required adjustment to Minimum Rent, if any, and the other terms and conditions offered. Tenant shall, within ten days after receipt of Landlord's notice, notify Landlord in writing whether Tenant accepts or rejects Landlord's determination of the Prevailing Rental Rate. If Tenant timely notifies Landlord that Tenant accepts Landlord's determination of the Prevailing Rental Rate, then, on or before the commencement date of the extended Term, Landlord and Tenant shall execute an amendment to this Lease extending the Term on the same terms provided in this Lease, except as follows: (a) The Minimum Rent shall be adjusted to the Prevailing Rental Rate (and if Percentage Rent is payable hereunder with reference to a stated "breakpoint" of Gross Sales, the breakpoint shall be appropriately adjusted in the same proportion as the change in Minimum Rent); (b) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (c) Landlord shall lease to Tenant the Premises in their then -current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. If Tenant rejects Landlord's determination of the Prevailing Rental Rate, or fails to timely notify Landlord in writing that Tenant accepts or rejects Landlord's determination of the Prevailing Rental Rate, time being of the essence with respect thereto, Tenant's rights under this Exhibit shall terminate and Tenant shall have no right to renew this Lease. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises other than to a Permitted Transferee, or (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof. EXHIBIT K, Renewal Option — Page K-1 RENT ABATEMENT PROVISIONS Minimum Rent shall be conditionally abated during the first three (3) Lease Months of the Term. Commencing with the first day of the fourth (41) Lease Month of the Term, Tenant shall make Minimum Rent payments as otherwise provided in this Lease. Notwithstanding such abatement of Minimum Rent (a) all other sums due under this Lease, including Percentage Rent and Additional Rent, shall be payable as provided in this Lease, and (b) any increases in Minimum Rent set forth in this Lease shall occur on the dates scheduled therefor. The abatement of Minimum Rent provided for in this Exhibit is conditioned upon Tenant's full and timely performance of all of its obligations under this Lease. If at any time during the Term an Event of Default by Tenant occurs, then the abatement of Minimum Rent provided for in this Exhibit shall immediately become void, and Tenant shall promptly pay to Landlord, in addition to all other amounts due to Landlord under this Lease, the full amount of all Minimum Rent herein abated. EXHIBIT L, Rent Abatement Provisions — Page L-1 10/4/2017 PAPA Maps Total tax $2,005,025 http://maps.co.paIm-beach.fl.us/cwgis/papa.htmI?gvaIue=08434522000007020 1 /1 I CRA BOARD MEETING OF: October 10, 2017 INFORMATION ONLY AGENDA ITEM: X.A. SUBJECT: Public Comment Log SUMMARY: See attachments. CRA BOARD OPTIONS: No action required at this time unless otherwise determined by the Board ATTACHMENTS: Description D Attachment I - Public Comment Log t 7 ( t s t 2 1 I 5 t � { 1 � tf r1 S 2 t t 1 ! �S2 0 0 J H Z W W Z O 0 z V tj F t 7 } tt t 1 f t4 U J '( 4-4 *.o 0 N U t i th r t , } t<�r� U� t T I CRA BOARD MEETING OF: October 10, 2017 INFORMATION ONLY AGENDA ITEM: X.B. SUBJECT: Marketing and Business Development Campaign SUMMARY: Boynton Forum - As part of the ongoing marketing efforts to showcase Boynton Beach as a destination, the CRA staff allocated funds in the budget for a monthly double page spread in the Boynton Forum. Every month the double page spread has a different theme to support the overall mission to promote downtown Boynton Beach. The September ad highlighted the Boynton Beach Haunted Pirate Fest & Mermaid Splash. (Exhibit A) Neighborhood News -Working with Neighborhood News to reach out to the western Boynton communities, this publication is mailed to 17,500 homes/clubhouses, with over 10,000 additional subscribers that read the digital edition online and on Facebook. The September ad featured Save the Date Boynton Beach Haunted Pirate Fest& Mermaid Splash with a 1/4 page editorial about the event. (Exhibit B) Delray Beach Newspaper - The September issue of the Delray Newspaper, a full-page color ad featured Save the Date Boynton Beach Haunted Pirate Fest & Mermaid Splash. The ad will reach over 15,000 direct online readers, a circulation of 12,000 papers distributed to 250 locations in Palm Beach County and additional audiences through its copy mailed directly to over 2,000 homes. (Exhibit C) Fence Wrap and Banners for Pirate Fest - Three 14 foot fence wraps were created and installed at the Old High School site: Ocean Avenue facing south, Seacrest Boulevard facing west and 1 st Avenue facing City Hall to promote the event. Staff created two 10 foot banners to be hung at the Hurricane Alley patio fence facing Ocean Avenue. The Banner will hang there until the festival and will be relocated to the barricades on Federal Highway and Seacrest Boulevard. (Exhibit D) Pirate Fest Promo Video - A Pirate Fest 30 sec. video was created and edited as a promo video that will be aired before every movie at Cinemark Boynton Beach 14, Cinemark Palace 20 in Boca Raton, and Shadowood 16 in West Boca Raton starting September 29 and ending October 19. An ad will also air before the movies at the Alco Theater located on Old Boynton Beach Blvd. to promote Pirate Fest for the month of September and October. (Exhibit E) Event Signage - Pirate Fest signage went up in 19 locations from east to west in Boynton Beach to let the community know of the "Pirates are coming". Both '4x4' signs and '4x8' signs were installed throughout Boynton Beach. (Exhibit F) Hampton Inn & City Hall Event Banners - As part of the on-going marketing efforts for the Boynton Beach Haunted Pirate Fest & Mermaid Splash the 10 foot banners were hung on the Boynton Beach Hampton Inn & Guest Suites and City Hall buildings. (Exhibit G) Billboards -The Billboard locations are Gateway & 1-95 and 10th Ave & 1-95 and will be up the last part of September and the month of October ending on October 22 for the event. (Exhibit H) Sun -Sentinel & New Times Campaign Pirate Fest -The Sun Sentinel and New Times are sponsors for the upcoming Pirate Fest and with that sponsorship in the Sun Sentinel three full page ads will run on the three Fridays before the event in the Showtime section of the newspaper reaching out to Palm Beach and Broward county. A Newsletter will be emailed to the Sun Sentinel subscribers promoting the event with a graphics that when "clicked" will bring you to B B Pirate Fest.com. The New Times campaign will run the entire months of September and October with a digital presence and one'/4 page print ad in the newspaper. (Exhibit I & J) FISCAL IMPACT: FY2017-2018 Budget, Line Item 02-58400-445 CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan, Implementation Guide (pages 128 -131) CRA BOARD OPTIONS: No action required at this time unless otherwise determined by the Board ATTACHMENTS: Description D ExhibitA- Exhibit J .rr cunl?vc DOWNTOWN BOYNTON BEACH • 129 EAST OCEAN AVENUE Fo Acrmaid spfasfi DOWNTOWN BOYNTON BEACH 129 East Ocean Ave. PRESENTEE? BY KA � BOYNTON / =BEACH Exhibit D Hurricane Alley Banners Exhibit D Fence wrap Exhibit D Fence Wraps Exhibit E Movie ad Exhibit F 44 Exhibit F 48 Exhibit F 48 Exhibit G 10 ftbanners R (Xorm(aid rate Fey . emirate t r Pirat' d=f� Exhibit J Sun Sentinel L7 L i nn rn s is rMQ iFla k ,MOO &JOURNEY PSI iiir.7Ll1 U R Ct �� $�� THEPAlM9ERCNFS T e lie NOW Exhibit J Sun Sentinel I CRA BOARD MEETING OF: October 10, 2017 OLD BUSINESS AGENDA ITEM: XIII.A. SUBJECT: Boynton Beach Boulevard Streetscape Improvement Project Update SUMMARY: Kimley-Horn and Associates, Inc. (KHA) has provided the September 2017 Progress Report for the Boynton Beach Boulevard Improvement Project (see Attachment 1). The project is currently in the design phase with 30% of the roadway design layout completed. Three (3) concepts (Concepts A -C) each for the hardscape roadway's aesthetic and street lighting alternatives and a landscape palette have been included in Attachment I I for Board consideration and approval. In order to continue with the design process, ICHA is requesting the Board's preference for the lighting and hardscape design and input on the landscape palette. The lighting options range from a traditional design to a more streamlined modern design to provide a unique sense of departure and arrival for residents and visitors. Additionally, the sidewalk design concepts incorporates freeform curves and blue hues which will enhance the City's signature nautical -marine theme. Selection of a design option will allow KHA to further develop the streetscape design in order to submit detail design drawings to FDOT for approval and more detail cost estimates. The conceptual graphics have been submitted for review by the City of Boynton Beach Planning and Development and Public Works Departments. On October 2, 2017, CRA and City staff met with KHA and provided input on the aesthetic as well as the operations and maintenance components for each of the options. Representatives from KHA will be at the October 10, 2017 CRA Board meeting to provide a brief overview and answer questions on the proposed design options. FISCAL IMPACT: $600,410 was approved in FY 2016-17 for design services and will be available in FY 2017-2018, Project Fund, line item 02-58100-203. CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan, Boynton Beach Boulevard District - Streetscape (See Attachment 111) CRA BOARD OPTIONS: 1. Approve Concepts A, B, or C for the hardscape component of the Boynton Beach Boulevard Streetscape Improvement Project. 2. Approve Concepts A, B, or C for the street lighting component of the Boynton Beach Boulevard Streetscape Improvement Project. 3. Approve the landscape palette for the Boynton Beach Boulevard Streetscape Improvement Project. 4. The Board may consider modifications to the proposed hardscape, street lighting, and landscaping palette designs within the Boynton Beach Boulevard Streetscape Improvement Project. ATTACHMENTS: Description D Attachment I - September 2017 Progress Report D Attachment II - Design Concepts D Attachment III - Boynton Beach Boulevard District Street Cross-sections (with on -street parking) UMMIME MIL ,.,. 0 " •. To: Michael Simon, Boynton Beach CRA Director From: Marwan Mufleh, PE Kimley-Horn and Associates, Inc. Date: September 6, 2017 Subject: Baynton Beach Boulevard Improvements - August 2017 Progress Report Design Variance — Obtained FDOT approval for a 10' wide center lane variance. Typical Section has been submitted for FDOT's approval now that the variance is approved. The proposed sidewalk width of 10' requires 1' sidewalk and utility easement from all adjacent properties. CRA to decide on approach to obtain easements. DESIGN Completed entire design survey of the corridor. UNDERGROUNDING OF FPL OVERHEAD LINES FPL requested the City to send a letter requesting the undergrounding of the overhead electric lines to allow FPL to start the design. FPL will then require a check for design fees before they start the work. PEDESTRIAN CROSSING FDOT is in the process of reviewing the traffic study report request for the mid -block crossing. LIGHTSLANDSCAPE, HARDSCAPE AND STREET All landscape, hardscape and street light alternatives' graphics have been updated. CRA to select preferred alternative in order to continue with the design. DESIGNROADWAY 30% Roadway design layout completed. Upon landscape and hardscape approvals, 30% plans will be submitted to CRA and FDOT for review. 4-0 CL W 0 Al V Q W In J Z" O Q CO Z 0Z / r Im 0 m 1�E ", P El 4-0 CL 0 Lai, w 4-0 CL 0 Lai, I Tic 4-0 CL 0 A-] I A-] P W Lai, m 4-0 CL U O � V � a a m O- U0� zLL �c O U E W o COZ Zo J 22 p~ z G J 2 0 W J 0 m U a a m CL a� zLL �.! O U C W U COZ Zo �Q)� p~ z mm J 2 0 I�� m N 4-0 CL W 0 U a W J m V /W W J Z" O �w w ZCO Z O 2 0 In m 1�" 1 3 & 4 t community Redevelropment Plan- \N' 5 If �? b community Redevelropment Plan- ` � \ \an � \1 Boynton Beac d Boulevard a District Introduction Planning Challenges Planning Considerations The Vision Recommendations ƒ( ■ Boynton Beach Boulevard Design: We/ of Seac e !Bodey m lie . ± y M . y ate.. ..I...:«..: pv a m m51ya $a my . ~ ± k »:syr w � Figure ]ZBoynton BmG Blvd. Section from l$5to Se«m@Blvd. 62 Boynton Beach Boulevard Design: East of Seacrest Boulevard Figure 18: Boynton Beach Blvd. Plan from Seacrest Blvd. to Federal Hwy. ........ . ........ s'O PARCIPS, 12ft L 7D 59 LO IQOI IN Figure 19: Boynton Beach Blvd. Section from Seacrest Blvd. to Federal Hwy. 63 pAmlrt; F, sw I CRA BOARD MEETING OF: October 10, 2017 OLD BUSINESS AGENDA ITEM: XIII.B. SUBJECT: Consideration of the Purchase and Development Agreement with Centennial Management Corporation for the CRA Owned Property Located at 700 N. Seacrest Boulevard, a/k/a Ocean Breeze East SUMMARY: On July 14, 2017, a Request for Proposals (RFP) and Developer Qualifications (RFQ) was issued for the redevelopment of the CRA owned property located at 700 N. Seacrest Boulevard, the Ocean Breeze East project site, for new affordable or workforce housing units consistent with Section D, District Plans - Heart of Boynton Beach District. Four (4) Proposals were received by the CRA at the August 15, 2017 submission deadline. The Proposers included Turnstone Development Corporation, Roundstone Development, LLC, Centennial Management Corporation, and Ocean Breeze Housing Partners, LP. At the August 29, 2017 Special CRA Board meeting, the development teams presented their development proposals to the CRA Board. The CRA Board selected Centennial Management Corporation's proposal finding it is the most responsive to the RFP/RFQ requirements and offered the maximum flexibility to the CRA with four (4) separate options for acquisition and developmen (see Attachment I for Centennial Proposal). After discussion and consideration, the CRA Board determined the most beneficial terms for the agency are as follows: • The sale of the property to Centennial Management Corporation for $800,000 with a closing to occur within 60-90 days. • The CRA would provide $567,500 as the Local Government Contribution for the 9% Low Income Housing Tax Credit (LI HTC) Program application due in December 2017. • If the 2017 LI HTC Program application is unsuccessful, Centennial would make application for the 4% State Apartment Incentive Loan (SAIL) Program due in October 2018 and the CRA would provide the $567,500 Local Government Contribution. • Centennial would also apply for the 9% LI HTC Program in December 2018, and the CRA would provide the $567,500 Local Government Contribution. • If Centennial is unsuccessful at obtaining funding through either of these State 2018 program application cycles (ending in spring 2019), the CRA would then commit to provide Centennial with the gap financing needed for the project in the form of an annual funding allocation of $350,000 for a fifteen year period (total of $5.25 Million). • Reverter clause and first right of refusal provisions. • Construction of a three (3) story, 123 unit affordable multi -family rental housing development, including 2,500+/- sq.ft. of flex space to be utilized as the new Neighborhood Officer Program office and community space. • Commitment to prioritize the use of local contractors and sub -contractors during construction and make efforts to hire local residents as part of the development's operations team. These efforts will include, but not limited to, providing public notice locally and hosting job fairs or other employment opportunities within the community. • Contingent on the funding requirements of the State LI HTC program, Centennial agrees to provide the C RA with up to $600,000 in additional funds for the purchase price, if Centennial is successful with its 9% LI HTC application, prior to the issuance of the first Certificate of Occupancy for the project._ Since the FHFC's 9% tax credit application is due in early December, it is in the best interest of the CRA to have the Purchase and Development Agreement negotiated and executed in a timely manner to allow Centennial Management Corporation sufficient time to prepare the application package, which includes documentation of site control, density entitlements, and conceptual site plan approval by the City. FISCAL IMPACT: To be determined CRA PLAN/PROJ ECT/PROGRAM: 2016 CRA Redevelopment Plan, Heart of Boynton District (pages 105-118) CRAAB RECOMMENDATION: At their October 5, 2017 meeting, the CRAAB recommended the CRA to approve a Purchase and Development Agreement with Centennial Management Corporation as described in the agenda item summary above. CRA BOARD OPTIONS: 1. Approve and execute the terms and conditions of the Purchase and Development Agreement with Centennial Management Corporation, subject to final approval by legal counsel, for the acquisition of the property located at 700 N. Seacrest Boulevard. 2. Do not approve the terms and conditions of the Purchase and Development Agreement with Centennial Management Corporation for the acquisition of the property located at 700 N. Seacrest Boulevard. 3. The CRA Board may elect to consider additional terms and conditions to be included in the Purchase and Development Agreement with Centennial Management Corporation for the acquisition of the property located at 700 N. Seacrest Boulevard. ATTACHMENTS: Description D Attachment I - Centennial Proposal Boynton Beach CRA Request for Developer Qualifications and Proposals SUBMITTED TO: Michael Simon, Executive Director Boynton Beach Community Redevelopment Agency 410 N. Federal Hwy Boynton Beach, FI 33435 SUBMISSION DATE: August 15, 2017 SUBMITTED BY: Centennial Management Corp 7735 NW 146 STREET, SUITE #306 MIAMI LAKES, FL 33016 305.821.0330 Ocean Breeze East Centennial Management Corp Response to BBCRA RFQ and RFP TABLE OF CONTENTS Proposer Information Narrative: 1. Qualifications of the Proposer 2. Certificate of Good Standing 3A. Office — Proof of Ownership 3B. Key Personnel and Professional Consultants 4. List of Similar Projects 5. Project Description 6. Description of Units 7. Development and Operating Pro Forma 8. Tax Credit and Project Based Subsidies — Experience 9. Community and Local Resident and Business Participation 10. Statement of Intent to Purchase 11. Authorization to Perform Credit Check 12. Proposer's Financial Strength 13. Letter Confirming Understanding of RFQ/RFP 14. Power Point Presentation 15. Drug Free Work Place Program Exhibits - 1 Management Experience and Awards 2 Section 3 Certification 3 Municipal Letters of Recommendation 4 Certificate of Good Standing and Articles of Incorporation 5 Proof of Office Ownership 6 List and Description of 10 Comparable Developments Including Color Photos 7 Architectural Plans 8 Sample Entrance Sign 9 Development and Operating Pro Forma -- 9% Tax Credits 10 Development and Operating Pro Forma — SAIL Loan 11 Development and Operating Pro Forma — CRA Funds 12 Sample Documented Evidence of Affordable Housing Experience 13 Resident Activities — Examples 14 Statement of Intent 15 Authorizations to Perform Credit Checks 16 Financial Statements and Other Evidence of Financial Strength 17 Confirmation of Understanding of RFQ/RFP 18 Certification of Drug Free Workplace Program A flash drive with all documents is provided in an envelope attached to the binder. a submittal has been submitted timely shall be resolved by reference to the time kept at the BBCRA office by the BBCRA's receptionist or other delegated representative for the receipt of the submittals. Number of Copies In total, one (1) bound and tabbed original Proposal document should be submitted with a title page listing the name of the RFP/RFQ and the submitting Proposer and one (1) unbound but clipped copies of the Proposal. In addition, one (1) digital copy of the complete Proposal in PDF format on CD/DVD or thumb drive must be submitted. Facsinile or emailed copies of the Proposal will not be accepted. Proposals shall be clearly marked on the outside of the envelope or delivery box container as follows: Request for Developer Qualifications and Proposals Ocean Breeze Fast Project Site Issue Date: July 14, 2 017 Submittal Deadline. August 1S, 2017, no later than 3:00 p.m. PROPOSER(S) INFORMATION Name: Centennial Management Corp Street Address: 7735 NW 146 Street, Suite 306, Miami lakes, FI 33016 Mailing Address (if different): City, State, Zip: Telephone No. Same 305-821-0330 : Fax No: 305-821-0402 Email Address of Contact Person: lswezy@centennialmgt.com pbilton@centennialmgt.com 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. No Age of Organization — In continuous business since: 2001 as Centennial Management Corp 1979 as Swezy Realty, Inc. 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: Lewis V. Swezy, President, Treasurer, Secretary, Director Federal Identification No.: 71-0885462 State of Incorporation & Registration No.: Florida. Corporation Document No: P01000006642. No Fictitious Name registered. If not a corporation, explain your status: Not applicable 00840203-1 Page 8 of 16 1. Qualifications of The Proposer Centennial Management is a full service real estate development company with vast experience in all aspects of development. It is part of a family of companies owned and operated by Lewis Swezy. Mr. Swezy is the Principal of the Developer and Management Company and the Principal and qualifier for Certified General Contractor R.S. Construction of Dade, Inc. Lewis Swezy has been developing, constructing and managing real estate property in South Florida for over 30 years. As a developer, licensed real- estate broker and licensed general contractor Centennial Management and its affiliates handle every step of the development process: land acquisition, financing, construction, marketing and property management. Properties currently owned and managed include about 3,500 residential housing rental units, all of which we have constructed or rehabilitated, as well as approximately 900,000 square feet of commercial space. Vacant land owned in South Florida totals roughly 250 acres (of which two properties are in underwriting at this time). Having completed multiple development projects over 30 years, we have assembled an extensive list of vendors, contractors, and consultants. We specialize in the development, construction and management of affordable housing rental communities, where we strive to provide a level of quality and design that gives the tenants the comfort and amenities usually only found at market rate communities. We are experts in both new construction and the rehabilitation of existing structures. Centennial emphasizes "green" features and provides National Green Building Standard (NGBS) certified communities. Experience with Comparable Developments Within Markets Similar to the Project Area Ocean Breeze East is an infill property located in Census tract 61.00 which is a Qualified Census Tract (QCT) with a poverty rate of about 30%. Centennial Management has developed and managed numerous similar developments: Developments Completed in Similar Areas Name of Development Total Poverty Infill Tax Minority city Development Address Units QCT Rate Location Credits Concentration Participation Chaves Lake Apts 201 NW 8 Ave 238 1004.00 37% Yes Yes Yes Yes Hallandale Beach La Joya Apts 26700 SW 142 Ave 150 108.02 47% Yes Yes Yes Naranja Miami Stadium Apts 2625 NW 10 Ave 336 29.00 38% Yes Yes Yes Yes Miami Naranja Villas 14095 SW 142 Ave 90 108.02 47% Yes Yes Yes Naranja South Wind Apts 149 last 3rd Street 68 16.06 26% Yes Yes Yes Hialeah Property Management Experience Centennial Management Corp. manages all its own properties. Centennial Management is a recognized real estate management company with vast experience in all aspects of property management, particularly affordable housing. Lewis Swezy, its principal, has over 30 years of property management experience. We manage all our properties which includes well over 3,000 residential units, most of which are affordable housing. Each property is staffed with management, leasing and maintenance personnel and operations are overseen, documented and tracked using a state of the art internet based property management software which allows main office executives to. monitor operations remotely. As property managers, we have extensive experience in working together with government agencies such as HUD, FHFC, Housing Finance Authorities and County and City Community Development Departments and CRAs. Our management staff is well versed at working with and reporting to monitoring agents like Seltzer Management and First Housing, and is trained to ensure compliance with the various rental regulatory agreement associated with public funding. Attached as Exhibit 1 is a chart of developments owned and managed along with awards received by our management team from the City of Miami and the City of Hallandale Beach reflective of the high standard at which all our communities are maintained. We manage both elderly and family communities, and the majority of our portfolio is multifamily as we propose for Ocean Breeze East. Photos of 10 similar properties developed, owned and managed by us are provided at Exhibit 6, and the development further described under Item 4. Community and Resident Participation During over 30 years of affordable housing work, Centennial Management Corp. has conducted extensive outreach to potential residents and local interests via media and other communication sources. We have completed multiple developments involving use of media, meeting with neighbors and doing presentations to obtain local input. Community Involvement • Estates of Biscayne was a proposed residential development on 60 acres of vacant land in South Miami -Dade. After working with the County's Planning and Zoning Department organizing meetings with residents, presenting to them the plans and seeking their input, it was determined that this rural neighborhood was not ready for development at the time and we did not proceed. • Miami Stadium Apartments, a 336 unit housing tax credit development on a site which at the time was owned by the City of Miami and housed the Bobby Madura Baseball Stadium was a redevelopment project in partnership with the City which involved extensive dialog both with local residents and businesses as well as with City planners and other interested parties. Meetings in person, area surveys and printed media were utilized in the decision making process involving the Stadium demolition and the new development. • Most recently, La Joya Apartments, a 150 unit tax credit development, was completed after a lengthy process of participating in the development of the Naranja Charette, Miami - Dade County's envisioned Urban Center in a non -urban setting. Numerous meetings were held with County officials and community support was gathered from neighboring residents and businesses. Local Employment and Business Opportunities ® Centennial Management Corp and R.S. Construction of Dade have been certified as Section 3 companies. Certification letters from Miami -Dade County attached as Exhibit 2 • Centennial Management has over the years employed countless Section 3, small, minority and female -owned subcontractors, most recently with Dodec Air Conditioning, PSI Security, United Vertical Blinds, Amaro Landscaping and C&K Contracting. Resident Activity Program Centennial Management provides activities for residents at several of our communities. Examples are: Chaves Lake Regularly scheduled parties at the club house, health fair Country Club Ii Health fair, financial and home owner counselling, regular parties Miami Stadium Apts Home buyer seminars, regularly scheduled parties, health fair, financial counselling, crime watch meetings Pembroke Park Apartments Health Fair, regularly scheduled parties See examples and photos of resident activities currently provided by Centennial Management at Exhibit 13. To further maximize the opportunity to involve Boynton Beach residents and businesses we have partnered with The Merchant Strategies and Boynton Beach Faith Based Community Development Corporation who bring a wealth of experience and understanding of Boynton Beach and the area surrounding Ocean Breeze .East. There credentials are summarized under Item 3B. Tax Credit Funding and SAIL Loans — Experience with Florida Housing Finance Corp. Centennial Management Corp specializes is combining various funding sources to create sustainable budget solutions for different kinds of development, and FHFC funds have been integral parts of most of our projects. We have completed and still manage well over 2,000 units with the use of Low Income Housing Tax Credits as further described under Item 8. Partnership with Government Agencies We have worked directly with a number of municipalities in meeting their housing objectives including land purchased from the City of Miami and the City of Hallandale Beach where we partnered with the cities to develop affordable housing with the participation and funding provided by the cities. Centennial Management demolished the entire Bobby Maduro Baseball Stadium at the property purchased from the City of Miami. We also recently completed a rehab project in the Town of Davie funded by the Town. Reference letters from the City of Miami and the Town of Davie are provided at Exhibit 3. Planning Zoning and Permitting Centennial Management has extensive experience in zoning, platting and permitting, including addressing environmental issues, concurrency and all other incidental requirements. Municipalities where we have pulled permits include Miami -Dade County, Broward County, Miami, Miami Beach, Hialeah, Homestead, Hallandale Beach, Pembroke Park and Davie. We have participated in planning and zoning changes as illustrated by our close cooperation with the Miami -Dade County Planning Department in its formulation of the Naranja Charette, now the Leisure CitylNaranja Urban Center. Financial Strength Our financial capacity allows us to take on large projects, it allows us to acquire land all cash, we can provide bridge loans in --house, and we can even purchase our own tax credits rather than selling them to a syndicator if we so chose. See further details at Item 12. Commercial and Industrial Portfolio La Joya Estates is an ongoing mixed use development very similar to Ocean Breeze East: a multifamily, garden style community located in a Qualified Census Tract and providing retail space on the first floor of one of the buildings. As shown in our list of managed properties (Exhibit 1) we also own and manage about 800 square feet of commercial and industrial space. 2. Certificate of Good Standing Centennial Management Corp was formed in 2001, sixteen years ago. The entities that comprise the associated family of companies began with the formation of Swezy Realty, Inc. in 1979, and the group has grown into a major contributor to the South Florida affordable housing industry. A Certificate of Good Standing from the Florida Department of State is Located at Exhibit 4. 3A. Office — Proof of Ownership Centennial Management Corp has maintained its headquarters at 7735 NW 146 Street, Suite 306, Miami Lakes, FL 33016 since 2011. We own the property. Certificate of Title and a printout from the Miami -Dade County Property Appraiser's web site are attached as proof ow ownership. See Exhibit 5 Current Number of Proposer's Employees Including Job. Location Centennial Management Corp currently has 78 employees at the following locations: Name Main Office Hialeah Office Banyan Club Chaves Lake Apts Country Club Villas Country Club Villas II EI Jardin Apartments La Joya Apartments Miami Stadium Apts Naranja Villas Oasis Villas Pembroke Gardens Pembroke Park Apts Pembroke Villas Royal Palm Gardens RS Construction Vizcaya Villas Street 7735 NW 146 St, #306 168 Hiaieah Drive 1850 NE 48 St 201 NW 8 Ave 18231 NW 73 Ave 6855 NW 179 St 3300 EI Jardin Drive 26700 SW 142 Ave 2625 NW 10 Ave 14015 SW 264 St 7480 SW 152 Ave, #1 3701 SW 52 Ave 3700 SW 52 Ave 4801 SW 41 St 1110 East Mowry Dr 7735 NW 146 St, 306 8005 NW 8 St, #106 City, Zip Code Em to ees Miami Lakes, FL 33016 10 Hialeah, FL 33010 4 Pompano Beach, FL 33084 5 Hallandale Beach, FL 33009 6 Miami, FL 33015 5 Miami, FL 33015 5 Davie, FL 33024 5 Naranja, FL 33032 4 Miami, FL 33127 7 Naranja, FL 33032 2 Miami, FL 33193 1 Pembroke Park, FL 33023 4 Pembroke Park, FL 33023 5 Pembroke Park, FL 33023 5 Homestead, FL 33030 4 Miami Lakes, FI 33016 3 Miami, FL 33126 3 313 Key Personnel and Professional Consultants for Proposed Project Proposer/Developer The experience of Centennial Management Corp is detailed under Item 1. Its key employees including respective job roles for Ocean Breese East are: Lewis Swezy, President and CEO, is the Principal of Centennial Management Corp. Mr. Swezy has been developing, constructing and managing real estate property in Miami - Dade County for over 30 years. He is intimately familiar with the intricacies of structuring and developing mixed financed projects with government involvement. The primary target of his work has been affordable housing including 11 new developments in South Florida involving FHFC. Mr. Swezy provides hands-on involvement with each development. - From the financing, planning and construction phases through lease -up, Mr. Swezy shares his experience and knowledge to guide the staff where needed and help ensure efficient operations. Participation in Affordable Housing Projects with Centennial: - See Items 9 and 4. Oversaw all developments listed • Paul Bilton Pro'ect Director, has almost 30 years of experience in most aspects of real estate development including 19 years with Centennial Management where he handles development loan procurement, due diligence and underwriting as well as working with financial partners. Mr. Bilton has a Bachelor's degree in finance and holds a Florida real estate license. Participation in Affordable Housing Projects with Centennial: - See Items 1 and 4. Involved in all developments listed • Kamlesh Taank Development and Construction Director, who has a degree in engineering, is involved in planning, permitting and other due diligence functions as well as overseeing site development and vertical construction. Mr. Taank, who has successfully overseen several affordable housing developments with Centennial, will spend extensive time at Ocean Breeze East overseeing development and construction. Participation in Affordable Housing Projects with Centennial: - Country Club Villas 11, Chaves Lake Apartments, Pembroke Villas, Miami Stadium Apartments, Orchid Estates, La Joya Estates • Richard Grammig, Project Director, has 18 years of experience with Centennial Management Corp. He is involved in loan procurement and underwriting as well as asset management and compliance monitoring. Mr. Grammig has a Bachelor's degree in economics as well as an MBA. Participation in Affordable Housing Projects with Centennial: - See Items 1 and 4. Involved in all developments listed • Elizabeth Roque, Asset Manager, oversees operations from our main office in Miami Lakes. She is in charge of the property management division, overseeing the on-site management staff. She ensures compliance with loan and government stipulations and works closely with State and PHCD compliance team members. Ms. Roque will also be involved in the lease -up, ensuring compliance with all regulatory requirements and commitments. She holds a Master's degree in finance. Participation in Affordable Housing Projects with Centennial: - La Joya Apartments, Orchid Estates, EI Jardin, Banyan Club Fast ® Ronulfo Mejia, Accounting Supervisor, holds a Bachelor's degree in accounting, and has 29 years of real estate development related accounting experience. He performs full cycle accounting functions, generating monthly financial statements and periodic financial reports as well as bank reconciliations. Mr. Mejia supervises accounts payable and receivable functions. Participation in Affordable Housing Projects with Centennial: - La Joya Apartments, Orchid Estates, El Jardin, Banyan Club East Architect Forum Architecture and Interior Design, Inc. 745 Orienta Ave, Suite 1121, Altamonte Springs, FL 32701. P. 407-830-1400 In business since 1966, Forum is an award winning design firm which includes multifamily residential design as one of its areas of focus. Forum has designed many beautiful affordable housing developments including mixed use developments and provides green features and value engineering expertise. Participation in Affordable Housing Projects with Centennial: - La Joya Apartments, Orchid Estates, La Joya Estates Attorney Broad and Cassel 390 N Orange Ave, Orlando, FL 32801 P. 407-839-4200 Broad and Cassel's Affordable Housing and Tax Credit Practice Group has represented clients in over 42 states and U.S. territories, closing more than one thousand tax -credit syndications and tax-exempt bond financings, resulting in hundreds of thousands of families having high-quality, affordable housing. Broad and Cassel has worked with Centennial Management for decades. Participation in Affordable Housing Projects with Centennial: - See Items 1 and 4. Involved in all developments listed. Accountant CohnReznick 525 North Tryon Street, Suite 1000, Charlotte, NC 28202. P: 704-332-9100 CohnReznick's Affordable Housing National Industry Practice is one of the largest affordable housing practices in the country with over 35 years advising clients from the initial planning stages through the end of the 15 year tax credit compliance period and beyond. From the low-income housing tax credit to tax-exempt bond finance, HUD funding and public housing, their professionals are well -versed in federal, state, and local legal and regulatory requirements and issues. CohnReznick has worked with Centennial Management for decades. Participation in Affordable Housing Projects with Centennial: - See Items 1 and 4. Involved in all developments listed Local Resident/Business Outreach Coordinator The Merchant Strategy, Inc. (TMS) 1804 North Dixie Highway, Suite B, West Palm Beach, FL 33407 P: 561-301-8930 The Merchant Strategy, represented by Sophia Nelson who has more than 20 years of experience in public involvement, community outreach, local employment development, marketing, public relations, business development strategies, and events management. Ms. Nelson specializes in community outreach to maximize local resident and local business participation in development projects. She has worked with Florida DOT and EPA, The Florida Consortium of Urban League Affiliates, South Florida Water Management District, AACEOM, the Cities of West Palm Beach, Pahokee, Delray Beach, Riviera Beach, Fort Lauderdale, Miami/Overtown, Lake Worth and Boynton Beach, as well as major County projects such as the Palm Beach Outlets and the Palm Beach County Convention Center Hotel. TMS will help implement Boynton's Building Wealth program to foster economic growth by providing opportunities for local Boynton businesses and local hiring. TMS is currently developing a similar program for Boynton's Town Square Public Private Partnership to bring about diversity and inclusion. TMS creates, develops and executes Workforce Programs, Small Business Programs, including Policy Development, Guidelines and Procedures, and Administrative Organization. TMS bridges the gap between Public and Private entities, ensuring fair and equitable treatment to those seeking opportunity. Experience relevant to Ocean Breeze East includes: Boynton Beach Town Square: For this unique public private partnership, Sophia will be the lead implementing the Boynton Beach Building Wealth program, Sophia is currently responsible for managing the local preference and local hiring initiative and coordination of community outreach events (Labor force Job fairs, and Prime/Subcontractor Outreach). Riviera Beach Housing Authority S/MNWBE, Community Outreach and Labor Force Tracking — Sophia is currently responsible for managing the local preference and local hiring initiative in addition to ensuring that certified Section Three (3) candidates are informed and aware of job opportunities within the project. Coordination of community outreach events (Labor force Job fairs, and Prime/Subcontractor Outreach.) Palm Beach Outlets Mall Development - Public Relations, Event Management & S/MIWBE and Community Outreach — Sophia was responsible for managing the local preference and local hiring initiative. Coordination of community outreach events (job fairs, small business workshops, etc). media placement, promotions, and public relations activities. New England Development & City of West Palm Beach Informed and engaged more than 800 contractors and more than 1,800 local job seekers with job opportunities. South Florida Water Management District (SBE Outreach Initiatives in Palm Beach, Broward, Miami -Dade, and Naples/Ft. Myers), Public Relations, Event Management & S/MIWBE Outreach -- Sophia was responsible for the management of the South Florida Water Management Districts Regional outreach for the SBE Certification Program and District Office Procurement opportunities campaign. The purpose was to educate small and minority owned businesses about the new Certification program as well as inform them of upcoming procurement opportunities at each district office. More than 800 small business firms became certified and more than 1,000 businesses attending the workshops. informed and engaged more than 700 SBEs of local contracting opportunities and certification requirements. Resident Programs and Services Manager Keturah T, Joseph 846 Gazetta Way, West Palm Beach, FL 33413. P. 561-309-8084 Ms. Joseph is an expert at formulating and implementing educational programs, counselling and activities for local residents including in depth knowledge of federal regulations of CDBG, HOME and State housing programs such as Low Income Housing Tax Credits and SAIL loans. Her experience includes: - Literacy training - Employment Assistance Training - Family Support Coordination - Financial Counselling - First Time Home Buyers Program Since 2008 she has been the Executive Director of Boynton Beach Faith Based Community Development Corp, a non-profit, faith based CDC involved in the provision of affordable housing opportunities, homebuyer education, community redevelopment and wealth building through financial education. She coordinates the City of Boynton Beach Neighborhood Stabilization Program (NSP) and oversees the agency's first-time home buyers program. As Manager of Palm Beach County's Commission on Affordable Housing Ms. Joseph managed the County's SHIP and HOME housing programs ($12 million annual budget) that assisted over 200 families annually. Responsibilities included development, coordination and implementation of all affordable housing programs and policies. Served as resource person to for-profit and non-profit housing developers, public housing authorities and other non-profit organizations. Reviewed all funding requests, recommended funding approval or denial. Served as compliance manager ensuring conformity with state, federal and county program guidelines. Acted as liaison with auditors, monitors and other regulatory agencies. As Lake Worth Community Development Corporation Program Manager/Consultant she developed, directed the agency's affordable housing program, providing technical assistance to applicants, conducting home buyers workshops and reviewing clients' application to determine program eligibility and credit worthiness. Green Certification Energy Cost Solutions Group LLC — Jason Biondi 1925 Calais Drive, Suite 6, Miami Beach, FI 33141 P: 305-787-4133 Energy Cost Solutions Group, headed by Jason Biondi, is a top LEED certification consulting firm that specializes in energy efficiency and sustainable design solutions. Mr. Biondi has over ten years of experience in the field of environmental consulting and holds the following accreditations: LEED v2, NGBS Green Verifier, Ygrene Contractor, Green Globes Professional, Florida Green Home Designation Standard Certified Agent. Founded by Mr. Biondi in 2009, Energy Cost Solutions Group is made up of environmental thought leaders, engineers and architects experienced at working with designers, developers, municipalities and contractors to meet green building and sustainability goals. Participation in Affordable Housing Projects with Centennial: - La Joya Apartments, Orchid Estates, La Joya Estates 4. List of Similar Projects A list of 10 similar projects that are similar to the proposed development is provided to illustrate Centennial Management's extensive affordable housing development and property management experience. Information including location, completion date and general information is provided at Exhibit 6 along with color photos of each location. All listed properties are in South Florida All listed properties are Tax Credit funded All listed properties are multifamily All listed properties were developed by Centennial Management and are owned and managed by Centennial Management 5. Project Description We are excited for the opportunity to submit a concept plan for Ocean Breeze East, which will occupy an important block along Seacrest Boulevard in the middle of the "Heart of Boynton" District. The proposed multifamily community plan acknowledges this district's need for a successful outcome at this location as a catalyst for future redevelopment consistent with the CRA's vision. Our plan seeks to achieve the ideals set forth in the CRA's design guidelines specific to both the type of project and the location of the project. This includes appropriately pedestrian - scaled exterior architectural facade design strongly reminiscent of the Mission style, prominently positioned buildings to front all bounding streets and on -street parking along Seacrest Boulevard and Northeast 7th Avenue with wide sidewalks and decorative pavers at vehicular crossings. At the northwest corner of the site, we propose an urban plaza addressed by both the integrated retail spaces and the community room to create an important moment where the public and private overlap. This location was chosen for its prominence, but also because it points towards Sara Sims Park. Instead of prescribing a retail use, we will hold public workshops and deliver the use that best meets the needs of the residents and neighborhood. Centennial Management commits to provide all architectural elements set forth in the RFQIRFP such as: • perimeter street lights complementary to those existing along the east side of North Seacrest adjacent to Ocean Breeze East • street and site trees and open area calculations that exceed the City's Land Development Regulations requirements • the plaza style open space at the corner of Seacrest Boulevard and Northeast 7th Avenue will be appointed with landscape hardscape and lighting features to create an attractive focal point together with the community room and commercial space. The site plan shows 123 units, the number we can achieve with award of 9% Tax Credits. Other funding solutions discussed herein support fewer units (100 or 10$); the site plan would be modified accordingly, but the concept and amenities would remain the same. We are providing four three-story buildings, and 123 units represents 28.5 units per acre. Final design and layout and design of the community room and commercial element will not be completed until after we have had a chance to analyze the results of our community outreach program through which we will gather information and suggestions from the City, local residents and other stake holders. We look forward to working with the CRA and various stakeholders to realize the best possible vision of Ocean Breeze East in the Heart of Boynton. Attached as Exhibit 7 are plans: • Schematic site plan • Building Elevation • Unit floor plans Attached as Exhibit 8 is a photo of a sample entrance monument. Our team is uniquely qualified to deliver this project. We are experts at navigating Tallahassee as evidenced by our winning two deals in the 2016 RFA cycle. We know we can deliver a plan and a product that will be feasible, sustainable and responsive to the goals of the BBCRA and the needs of the community at large. Unit features will include: - Wood cabinets - Granite counter tops - Ceramic tile floors throughout - Large walk-in closets - Washer & Dryer connections in all units - Window Treatments - Balcony or patio in all units La Joya Apartments was built with features indicative of our plans for Ocean Breeze East. See photos at Exhibit: 6. Green Features: - Green Certification - Energy Star appliance package - Energy Star lighting fixtures - Energy efficient hurricane impact windows and sliding glass doors - Programmable thermostats - High efficiency 15 SEER central air conditioning systems - Exterior lighting photo cell or timer controlled Amenities: - Club house with pool - Community center with community room, computer room, large screen TV for movies and other elements subject to community/resident input - Fitness center - Beautiful building design Open areas with lush landscaping Tot lot Laundry room with state of the art card operated equipment Long Term Proposed Community Improvements: - Contribution of new playground equipment to a nearby park - Donation of 8 touch screen computers to local high school or city community center - Annual donations to City for community toy give-away during holidays or back to school All plans provided are conceptual. We expect at the time of contract negotiation with the BBCRA to make changes to reflect ideas and suggestions from the Board and staff. 6. Description of Units Centennial Management Corp is proposing three different funding solutions, each of which yields a different number of units. All units are rental units. All units meet HUD's definition of affordable housing, serving households making 33% and 60% of Area Median income, or less. 9% Housing Tax Credits from Florida Housing Finance Cor 9% tax credits funds are a complete funding solution allowing for development for 123 units at Ocean Breeze East as follows: Bed- rooms Baths No. of Units Unit Size SF Median Income % 2017 Max. Gross HC Rents Estimated Utility Allowance Max Net Rents 1 1`. 3. -709 33% -.$445 `. $82 $363 2 ., -' . 2 7 :' 910 0 .33% ' $634 $98 ' : $436 3 ;: 2- 3 11105 33% $617 $119 $498 1 1 .27 709 60% "$810 $82 $728 ..2.. 2 56 910 60% $972 `..$98 $874 3: 227 24 1,105 60% . $1,122 $119__L $1,003.. Totals 123 SAIL Loan and 4% Housing Tax Credits from Florida Housing Finance Corp A SAIL loan accompanied by non-competitive 4% tax credits and non-competitive multifamily revenue bonds would yield 108 units at Ocean Breeze East: Bed- rooms Baths No. of Units Unit Size SF Median Income % 2017 Max. Gross HC Rents Estimated Utility Allowance Max Net Rents 1 1 3 709 ';33% $445 >.' $82 $363 2 2 6 910 33% $534 - $98 $436 3 `.:.' 2 _ 3 1,105 :33% $617 $119 $498 1 1 24 691" 60% $810 $82 $728 2 2 48 910 60% $972 $98 $874 3 2 24 1,105 60% $1,122 $119 $1,003 Totals 108 CRA Funds without Competitive Funding from Florida Hosing, Finance Corp Utilizing TIRF funds along with non-competitive 4% tax credits and non-competitive multifamily revenue bonds would allow us to build 100 units at Ocean Breeze East: Bed- rooms Baths No. of Units Unit Size 51= Median Income % 2017 Max. Gross HC Rents Estimated Utility Allowance Max Net Rents 0 709 33% $445. .$82 $363 .. 2 2 . :O 910 33% $534 ' _ $98 436-2 .$436- 2 0 1,105 33°1° $617 $119 --$498. 1 1 25 709 .60% $810 $82' $728 2 2 50 910 60°10 $972 $98 $874 3 2 25 1,105 60% $1,122 $119 $1,003 Totals 100 Centennial Management Corp is prepared to enter into a Purchase and Development Agreement with the BBCRA involving any of the scenarios described above, or any other feasible alternative preferred by the BBCRA. 7. Development and Operating Pro Forma Centennial Management Corp is proposing four different acquisition options (see Item 10) and three different funding solutions, each of which has its own development and operating pro forma. Acquisition Option 1 Centennial Management offers to purchase the property for $800,000. No TIRF funding requested No Competitive Funding Award Contingency Immediate Closing Commitment to apply yearly for 10 years to FHFC for Affordable Housing funding BBCRA option to buy back BBCRA option to switch to Option 4 anytime (see below) This Option will apply either of the three options below and does therefore not have a separate pro forma. Pro Forma Assumptions • Development and construction cost is based on the actual cost of Orchid Estates, a similar development about to be completed and on La Joya Estates, a similar mixed use development currently in underwriting contract bidding. • The operating pro forma is based on the debt letters provided for each scenario behind each pro forma as well as FHFC's RFA requirements and our experience. • We are conservatively not assuming any operating income from the retail space. Ac uisition Option 2 Centennial Management offers to purchase the property for $1,400,000. No TIRF funding requested Contingent upon award of 9% Tax Credits from Florida Housing Finance Corp The development and operating pro forma and debt and equity letters are provided as Exhibit 9. Acquisition Option 3 Centennial Management offers to purchase the property for $800,000. No TIRF funding requested Contingent upon award of SAIL Loan from Florida Housing Finance Corp The development and operating pro forma and debt and equity letters are provided as Exhibit 10. Acquisition Option_4 Centennial Management offers to purchase the property for $1,000. TIRF funds in the amount of $350,000 per year for 15 years required No Competitive Funding Award Contingency The development and operating pro forma and debt and equity letters are provided as Exhibit 11. 8. Low Income Housing Tax Credits and Other Project Based Subsidies - Centennial Management Corp's Experience Centennial Management Corp specializes is combining various funding sources to create sustainable budget solutions for different kinds of development, and FHFC funds have been integral parts of most of our projects. We are among the most established and recognized Affordable Housing Developers and Property Managers in South Florida. Our primary focus and greatest expertise is new construction development using Housing Tax Credits combined with other funding sources such as Tax Except Multifamily Mortgage Revenue Bonds, SAIL, SURTAX, HOME, SHIP, CDBG and Fannie Mae and FHA loans. Communities funded with Tax Credits and owned and managed by us are listed below. Name of Development Affordable Housing Pro rare provided Financing Total # of Units Year Completed Through FHFC Other Chaves Lake A is Housing Credits, SAIL HOME 238 2002 Project Based See 8, Cielo Apartments Housing Credits CDBG 18 1990 Country Club Villas Housing Credits, Guarantee Fund Surtax 216 2001 Country Club Villas iI Housing Credits, SAIL Surtax 214 2003 La Joya Apartments Housing Credits Surtax, HOME 150 2015 Miami Stadium A is Housing Credits, SAIL Surtax, HOME 336 2003 Naran'a Villas Housing Credits, HOME HOME, CDBG 90 1997 Orchid Estates HousingCredits Surtax 74 2017 Pembroke Gardens Housing Credits 198 2000 Pembroke Park AR is Housing Credits, SAIL 244 1999 Pembroke Villas Credits, Guarantee Fund HOME 180 2003 Royal Palm Gardens —Housing Housing Credits CDBG 145 1997 South Wind Lkis Housing Credits, SAIL HOME, CDBG 68 1996 SAyezy Apartments Housing Credits Project Based Sec 8 10 1990 Vizcaya Villas Housing Credits, Guarantee Fund HOME 174 1997 Total Units 2,355 All 2,355 units listed were developed with Tax Credits. In addition, Centennial Management was in 2097 awarded 9% Tax Credits by Florida Housing Finance Corp for Lake Point Plaza and Workforce SAIL funding for Redland Crossings, both of which are in underwriting at this time. All developments listed are located in South Florida. All developments listed are managed by Centennial Management Corp. Our extensive property management experience includes critical knowledge of ongoing compliance requirements associated with Federal, State and Municipal funding sources. Our list of financial partners is extensive: Florida Housing Finance Corporation, HUD, the Housing Finance Authorities of Miami -Dade and Broward counties, Miami -Dade County PHCD, the Housing Finance and Community Development Division of Broward County, and the Miami, Miami Beach, Hialeah and Homestead Housing Authorities. In addition, we work with various lending institutions including JP Morgan Chase, SunTrust, Bank United, TD Bank, BB&T, Wells Fargo, US Century Bank, Bank Atlantic and with equity providers such as Boston Financial and SunTrust. Documents providing a few examples of our Affordable Housing Experience is attached as Exhibit 12. 9. Community and Local Resident and Business Participation Our Community Outreach and Participation Program consists of three phases: 1. Pre -Development Community Involvement 2. Employment and contracting opportunities during construction and thereafter 3. Resident Activity Program Pre -Development Community Involvement Centennial Management and The Merchant Strategies (TMS) will work together to survey interested parties and implement effective participation programs. A successful public project involves more than meeting requirements and following guidelines. It requires engaging the public, and entails an uncompromising commitment to sharing timely information, listening to and understanding concerns and issues, and developing responses that effectively address issues. W e will work with all stakeholders, providing the means to reach consensus on important issues affecting the community. TMS will reach out to and organize outreach opportunities for local Boynton business owners, minority contractors and other small businesses, providing information about upcoming contracting opportunities with the project. We will use grassroots marketing and outreach by utilizing advance technology tools (E- marketing and Email campaigns) that will assist in list development/verification and notifications. We will collaborate with community partners that will assist with talent development of the Boynton Beach workforce, Palm Beach County and other organizations who maintain databases of local small businesses and minority contractors. The goal of engaging the citizens of Boynton is to ensure that the project attracts, engages and sustains the `Building Wealth" initiative undertaken by the commission and staff. Public participation in every phase of a project plays a crucial role in successful implementation. For this project, public interests include residential property owners, tenants, businesses, and institutions in the immediate vicinity of the project, along with neighborhoods, and community organizations concerned with impacts to the area. In addition, the interests of environmental groups, utilities, local, state, and elected officials also need to be heard, recorded, understood, and addressed. Public Involvement includes communicating to all interested persons, groups, and government organizations information regarding the development of the project. The Project Manager will receive drafts of all public involvement documents (i.e., newsletters, property owner letters, advertisements, etc.) associated with the following tasks for review and approval at least ten (10) business days prior to printing and/or distribution. The key objectives of our public involvement effort encompass: • Proactive outreach to all stakeholders • Early and continuous community participation throughout theprocess • Reasonable access to information • Opportunities for comment prior to key decisions • Focused community participation on decisions • Activities to help build positive consensus amongst residents and businesses • Activities to provide positive information to the media • Coordinate meeting locations for civic functions, after school programs and civic programs • Communicate with city employees and public safety departments regarding relocation and construction To find an appropriate use for the commercial space, we will be surveying of local residents to find out what they see as the greatest need. The community survey will look to actualize best use and maximize community benefit. Employment and Contracting Opportunities Centennial Management commits to job creation during the construction activities through skilled and un -skilled labor force outreach by coordinating with community partners on job training and job placement services to residents as well as look to hire locally to manage Ocean Breeze East once completed. We will seek to maximize employment opportunities for the project for individuals living in the targeted priority zones. We will assist with identifying subcontractors by utilizing companies that have their principal place of business within the Boynton Beach and preferably in the targeted priority zones. Sub- contractor participation is measured in terms of total subcontractors employed, or calculated based upon dollar value of all subcontracts for construction. We commit to providing job training as follows: - To conduct not less than one (1) job fair prior to the start of construction of the project - To provide job training workshops not less than twice annually during the construction period - To provide adequate notice to residents of job opportunities - To assist in establishing mechanisms whereby residents can receive job training in the skills requested by the residents within the project - Provide a system for prompt reliable pre-screening and referral of applicants as jobs become available Resident Activity Program A Community Center will be provided next to the commercial facilities and facing the Public Plaza to be located at the corner of Seacrest and 711 Avenue. A variety of educational and recreational activities will be made available not only to our tenants but to residents in the neighborhood. Some proposed activities are listed below. The finalized program will reflect input from residents and the BBCRA. - Literacy training - Employment Assistance Training - Family Support Coordination - Life planning, mentoring - Financial counseling - First time home buyer counselling Assist and procure the participation of each tenant/resident within the project in participating in job fairs and other community programs. After School programs Attached as Exhibit 13 are examples and photos of tenant activities currently provided by Centennial Management. 10. Statement of Intent to Purchase and to Enter into Contract A signed statement of intent to purchase the property indicating purchase price options and a statement of willingness to execute a Purchase and Development Agreement within 90 days of award is provided as Exhibit 14 11. Authorization to Perform Credit Check Attached as Exhibit 15 are Credit Check Authorization forms executed by Principal/Owner and by the corporation (Attachment "E" and Attachment T'). 12. Proposer's Financial Strength In business since 1997, Centennial Management Corp and its associated companies have the experience to ensure that all projects are financially structured to be on time and on budget. We have never failed to complete a project and we have never defaulted on a loan. Centennial Management and its principal have the financial capacity to take on any size development, and our lenders and investors have stood by us in our development ventures for decades. Having been in the real estate development business for over 30 years, we have developed the financial means and know-how required to structure real estate development funding using a variety of funding sources. Being financially well structured, our portfolio of over 3,000 residential units were all completed on time and perform to the satisfaction of our tenants and governmental, equity and lending partners. Our general contractor entity, R.S. Construction of Dade, Inc., has a bonding capacity of $100 Million. Attached as Exhibit 16 are: • Last two years' tax returns for Centennial Management Corp • Last two years' financial statements for Centennial Management Corp • Letter confirming present financial condition • Reference letters from financial institutions • Proof of bonding capacity 13. Letter Confirming Understanding of RFPIRFQ Attached as Exhibit 17 is a letter confirming that Proposer has read and understands all procedures of this RFPIRFQ. 14. Power Point Presentation A 15 page Power Point Presentation is provided in the attached flash drive. 15. Drug Free Work Place Attached as Exhibit 18 is Attachment "D" Certification of Drug Free Work Place Program duly executed by Centennial Management Corp. Development Residential Swezy Properties Swezy Properties Swezy Properties Swezy Properties Sivezy Properties Swezy Properties Swezy Properties Swezy Properties Swezy Properties Swezy Properties Swezy Properties Swezy Properties Swezy Partnership Swery Holdings Swezy Holdings Swezy Holdings Alma Apartments Chateaux Apartments R & L Apartments El Jardin Apartments Oasis Villas Florence Manor Swezy Apartments Southwinds Apartments Royal Palm Gardens Vizcaya Villas Naranja Villas Pembroke Park Apartments Pembroke Gardens Country Club Villas Pembroke Villas Country Club Villas 11 Chaves Lake Apartments Miami Stadium Apartments Swezy Properties Swezy Properties Banyan Club Cielo Apartments La Joya Apartments Orchid Estates CovtuterciaV066c&q)tdastrial Swezy Realty, Swezy Properties 7700 Industrial LVS Medley Industrial 7600 Medley Industrial LVS Hialeah Industrial 185 Industrial 2950 Sterling 2678 Industrial 2699 Industrial Palmetto Industrial Country Club Condos LLC 5111 NW 159 St TOB Centennial Ludlum Industrial iIIANAGEIIENT EXPERIENCE CENTEiWIAL MANAGE\][ENT CORP LEMS Y. SNVEZY Currently or Formerly Address Managed Units 5-35 E 37 Street, Hialeah, FI 33010 16 Currently 55 E 3 Street, Hialeah, F133010 3 Currently 187 W 10 Street, Hialeah, Fl 33010 4 Currently 261 E 2 Street, Hialeah, FI 33010 4 Currently 310 E 16 Street Hialeah F1 330 10 2 Currently 344 W 15 Street, Hialeah, FI 33010 462 E 18 Street, Hialeah, Fl 33010 474 E 18 Street, Hialeah, Fl 33010 541 Minola, Miami Springs, F133166 1000 MV 27 Street, Miami, F133127 1485 W 28 Street, Hialeah, FI 6645 NW 39 Street, Miami, Ft 1005-1025 W 76 Street, Hialeah, F1 130 W 26 Street, Hialeah, F1 330 10 476 E 28 Street, Hialeah, F133010 995 W 74 Street, Hialeah, Fl 110 E 10 Street, Hialeah, F133010 231 East 2nd Street, Hialeah, FL 33010 130 West 26th Street, Hialeah, FL 330I0 3300 El Jardin Drive, Davie, FL 33024 7470 - 7490 SW 152 Ave, Miami, F133193 1946 Marseilles Drive, Miami Beach, FL 33141 1220 Pennsylvania Ave., Miami Beach, FL 33139 I49 East 3rd Street, Hialeah, FL 33010 1110 E. Mowry Drive, Homestead, FL 33032 8005 NW 8th Street, Miami, FL 33312 14015 SW 264th Street, Naranja, FL 33032 3700 SW 52nd Ave., Pembroke Park, FL 33023 3701 SW 52nd Ave., Pembroke Park, FL 33023 18231 NW 73rd Ave., Miami, FL 33015 4801 SW 41 Street, Pembroke Park, 17133023 8855 MV 179 Street, Miami, F133015 201 MV 8 Avenue, Hallandale Beach, F133009 2625 MV 10 Ave., Miami, Fl 33127 103 Beaumont Lane, Palm Beach County, FI 10217 Sleepy Brook Way, Boca Raton, FI 33498 1850 NE 48 Street, Pompano Beach, F133064 1930 Marseilles Drive, Miami Beach, FL 33141 26700 SW 142 Ave, Naranja, Fl 33032 264 SW 146 Ct, Naranja, FI 33032 Total Residential Units 168-170 Hialeah Drive, Hialeah, FI 33010 356-398 Palm Ave, Hialeah, Fl 33010 7700 MV 74 Ave, Medley, F133166 7781 NW 73 Court, Medley, Fl 33166 7600 MV 69 Ave, Medley, Fl 33166 250 W 24 Street, Hialeah, Fl 33010 18500 NE 4 Court, Miami Gardens, F133179 2950 Sterling Road, Hollywood, Fl 2678 R' 77 Place, Hialeah, Fl 2699 W 79 Street, Hialeah, F133016 16600 M4' 54 Ave, Miami, Fl 5931 MV I73 Dr, Mi ami, FI 5111 ML' 159 Street, Miami, Fl 4702 MV 165 Street, Miami, Fl 4709-4797 M1' 72 Ave, Miami. FI Total Square Feet - Commercial 811.412017 76 8 13 30 26 20 10 236 47 16 10 68 145 174 90 244 198 216 180 214 238 336 1 147 18 150 74 3,036 Square Ft 1,313 9,921 54,869 27,518 116,323 10,500 128,136 75,809 48,000 54,000 5,072 2,741 38,043 88,364 169.000 818,375 Currently= Currently Currently Currently Currently Currently, Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently Currently 1/1/17 How Family or Long Elderly 34 Years 34 Years 34 Years 34 Years 34 Years 34 Years 34 Years 34 Years 34 Years 34 Years 34 Years 34 Years 34 Years 34 Years 34 Years 34 Years 34 Years 25 Years 25 Years 25 Years 23 Years 20 Years 20 Years 19 Years 19 Years 19 Years 19 Years 17 Years 16 Years 15 Years 14 Years 14 Years 14 Years 14 Years 9 Years 9 Years 9 Years 6 Years 2 Years New 32 Years 31 Years 10 Years 9 Years 8 Years 8 Years 8 Years 6 Years 5 Years 4 Years 4 Years 4 Years 2 Years 2 Years 2 Years Family Family Family Family Family Family Family Family Family Elderly Family Family Elderly Elderly Family Family Family Elderly Family Family Family Family Family Family Family Family Family Family Family Family Family Family Family Family Family Family Family Family Family Family 0) m ' C9 «6 4 e cc co 0o v 00 v 00 v It v ,a o m ce rS L � c) c�3 rn N N e- '- Qr r- U .- r N v is m ' is w w is Oi Q • C C C C C t C C C E C C C C C C C C C C C (a 11 N N 47 61 .2) N US N O C U C C C C C C C C C CD C U tJ U U U U U 0 0 U .G w N N 4) d cu 0 0 N � y n` '6 P 'O U 'R '2 T! V ca 0 m 0 m U' m 0 co U' co C7 co 0 m C3 a g �_ � C O C O C O C O C O C O C O C O C O C O U U U U U U U U U V •� N N N N N N N N 2 N 0 \ U a y O O O O O O O c O O O Q U U U U U U U U U U G C G G G C C G G C .�U. O O O O M O V O O O O O S U U) o 0 o rn o (° o 0 0 0 as M Q K C a O co M O C• O O C) (D CDd 0 O. y U U L) Cs C L rl- coyr IIO C cY Cl7 0 C N O N WN r r N N r W N Q O 3 C L C N Q U3 ff} EA 69 ER H3 b3 4A ❑ C7 U Q W J Q J O aw _ ❑ ON f4 d Q 4 O Q Q Q 4 O O O CI 01 (i1 O C) 0 Q) m W O N N N N N N N d C LL. LILL• C) U LLJ W 2 �� oN pa. F— o � o o o a 03 C: 0) 0 J Q) UDV) wo R oO (1)va oLR U WL `1 `7 � G_1 •E C N C y � o Lm U OO UQ U Ua U U U UQ U UQ U cva � o Y ~ tL xU ca x x� co x x x x� x x� co x r R E o 3 N F— kR H H F FR H H 0) U tz U n M C o D c u. ¢ w M h 4 �O LO N N N �}} cq r N M (D h W 0 W / W F+ J W Q1 0 FF- LLQ o co N LU ❑ 0 M M U� L j m (O 7 C`i ¢ N r N N L- 13) `y L- LJ C) Y Z co i0 (� M Q N U ¢ Y Y O a+ CD 2 O W (n n M M r M r J O M ai _M NLf) rL (L d a M c) M W y [O }y Z LL J Z u- u' co Z - u• N L O N 2 co L.F_ _M Z LL W G. W Z cC U) !o U) .O 4 (Nd t LS..I � _U ? 'b R M E N R to E t(] R p R �- U•1 E N R d R 'd t• 4 O Q CD ip to O R N Z w N Z N (��! Z co d a. CO r� CD Q0 2i Vi Ncc N Q ... G Q Q E LO cu d Y O ' O. -��— R Q n N R ti ffV O V Q ro (n ar v c py N 0 U7 O O co 7• R v O O U E E co N Z 4 .RG 0 U U 0 d a U) Yz. January 11, 2017 Mr. Lewis Swezy, President R.S. Construction of Dade, Inc. 7735 NW 1461h Street, Suite 306 Miami Lakes, FL 33016 RE: PHCD Section 3 Business Certification Dear Mr. Swezy: Pubiic Housing and-:ormmunity Development 701 NW 1st Court • 16th Floor Miami, Florida 33136-3914 T 786-469-4100 F 786-469-4151 miamidade.gov Public Housing and Community Development (PHCD)- has reviewed your application and determined that R.S. Construction of Dade, Inc., currently meets the requirements for approval as a PHCD Section 3 Certified Business. Your firm has been approved under option 3, and Cate -gory 4, for priority in contracting opportunities as applicable under 24 CFR 135.36. This certification is valid for two (2) years from the date of this letter and is subject to periodic reviews for compliance and accuracy of new hire verification and contracting obligations. PHCD reserves the right to rescind certification privileges if deemed necessary during this period. Next Step: For more information on how to do business with Miami -Dade County, please register your firm with the Internal Services Department at: htt ://www.miamidade. ovl rocurement/vendor-services.as . Things you need to know: • To claim Section 3 preference, a business must be certified at least two (2) weeks prior to the bid opening date. • To claim the Section 3 Certified Business Preference for any PHCD bid, every business is required to submit the Section 3 Rreference claim documents with its bid -proposal during the bidding process. • Section 3 Businesses are responsible for retaining eligibility, recruitment, and selection records in relation to "new hire activity" of a Section 3 resident, fora period of three (3) years. Records may include tax documents, proof of household size, household income, etc. As a PHCD S-3 Certified Business, you have made a commitment to subcontract in excess of 25 percent of the dollar award of all subcontracts to businesses that meet the qualifications as a Section 3 business. Please use the attached "Contract and Subcontractor" form for reporting purposes. For an up-to-date list of Section 3 businesses, send an email to Section3 @miamidade.Qov. If you have any questions regarding this certification, please contact me at 786-469-4227 or via email at Section363?miamidade.nov. Sin I. Rendon n 3 Coordinator M I A M I•DADE a k os A. Gimenez, Mayor Apra 21, 2015 Mr. Lewis Swezy Centennial Management Corp. 7735 NW 146 Street, Suite 306 Miami Lakes, FL 333016 RE: Section 3 Business Certification* Dear Mr. Swezy: Public Housing and Community Development .' I I,.'d l3t-uu� i , i CL,'j Fiuv, Miami, Florida 33136-3914 T 786-469-4100 F 786-469-4199 miamidade.gov 'APR 9 4 2015 Public Housing and Community Development (PHCD) has reviewed your application for a Section 3 Certified Business and determined that Centennial Management Corp currently meets the requirements for approval as a Section 3 Certified Business Category Five (5) Service Buisiness. The Section 3 (S-3) business certification is subject to subsequent periodic re -certifications. Your firm is required to notify PHCD within 30 days of any changes in employee composition, including full- time and part-time employees. If any new hire activity has occurred, and S-3 employees are hired, please Ovide PHCD with copies of "Section 3 Employee or Resident Preference Claim" and "Household Income ,verification," or proof of participation in Public Housing, Section 8 or other federally -assisted housing program, within 30 days of each occurrence. In order to be eligible to claim a contracting preference, you must attach, "Section 3 Letter of Intent" form as evidence of your contracting, commitment to said subcontracting firm(s) with bid or proposal. You are responsible for retaining your recruitment and selection records in relation to this new hire activity for a period of three (3) years. As a PHCD S-3 certified business, you have made a commitment to follow PHCD's recruitment/selection guidelines whenever you have a need for new workers, giving first priority to persons residing in Public Housing, Section 8, and other federally -assisted housing, and then, to other low-income Miami -Dade County residents. In order to claim the Section 3 certified business preference for any PHCD bid, your firm is required to submit the Section 3 preference claim documents with your bid during the bidding process. In order to claim Section 3 preference, a firm must be certified for 2 weeks prior to the bid opening date. If you have any questions, please feel free to contact me. Si c rely, esus Hernandez Section 3 Coordinator * PHCD Section 3 Business Certification is good for one year from date of issuance ! c)clf art Excd �xcc E -my �lg To MAs P. REGALADO y - �fFc MAYOR 31t tiicuu iicscs IFk--�, a1`dS � 1`rc, �w February 13, 2015 Miami -Dade County Public Housing and Community Development 701 NW 1'Court Miami, FL33136 Re: RFQ MCRA 2015-03 MBCA City Center Development 3500 PAN! AMERICAN! DRIVE MIAMI. FLORIDA 33133 ( 305) 2 50-53 00 FAX (305) asf-400l Centennial Management Corp and Its President, Lewis Swezy, are valued partners ofthe City of Miatnl- The Booby Maduro Baseball Stadium, then located on City of Miami Property, was in the 1990s a blighted, dilapidated eyesore. The City sought a developer partner who could provide both the financial capacity and development experience needed to take on the task of demolishing the stadium and building affordable rental housing as envisioned by the City. Mr. Swezy and his team acquired the property from the City and werrt on to develop 336 beautiful rental apartments called Miami Stadium Apartments. Centennial Management Corp continues to mage the property, and Miami Stadium Apartments has been awarded the City's Special Certificate of Appreciation proclamation three years running. Lewis Swezy and his team are accomplished developers, contractors and property managers. Surely the City of Margate would benefit as we did from -working with Mr. Swezy. Feel free to contact me should you have any questions Sincerely, r Tomas Regalado February 10, 2015 OFFICE OF COMMUNITY DEVELOPMENT 4700 SW 64TH AV ENUE- SUITE D DAME, FLORIDA 33314 PHONE; (954) 797-1173 FAX: (954) 797-2058 4VWW.DAVIE-FL,GOV Margate Community Redevelopment Agency c/o City of Margate Purchasing Division Patricia Greenstein, Purchasing Manager 5790 Margate Boulevard Margate, F133063-3699 Re; RFQ MCRA 2015-03 MCRA. City Center Development Dear Ms, Greenstein: The Town's Office of Community Development and Centennial Management Corp recently completed the rehabilitation of a 236 unit apartment community called El Jardin Apartments located in the Town of Davie. Mr. Swezy, the President of the Centennial Management Corp provided the development and construction expertise and the Town provided funding for the project which was successfiilly completed as planned. Centennial Management Corp is currently managing the property and maintains it in excellent condition. Lewis Swezy and Centennial Management Corp have extensive real estate development, construction and property management experience and we believe they are well qualified to work with the City of Margate in its development endeavors. Please contact me should you have any questions. Sincerely, Giovanni Moss, Community Development Director I certify from the records of this office that CENTENNIAL MANAGEMENT CORP. is a corporation organized under the laws of the State of Florida, filed on January 18, 2001. The document number of this corporation is P01000006642. I fi.irther certify that said corporation has paid all fees due this office through December 31, 2017, that its most recent annual report/uniform business report was filed on May 1, 2017, and that its status is active. I further certify that said corporation has not filed Articles of Dissolution. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Ninth day of Angust, 2017 VeNs I ��� ju Secretary ofState Tracking Number: CU0349602513 To authenticate this certificate,visit the following site,enter this number, and then follow the instructions displayed. http s:l/senices. su nbiz.orgIFiUngstCertifiicateOfstatu sICerti#icateAuthentteatioa L ARTICLES OF INCORPORATION OF CENTTNNIAL MANAGEMENT CORP ARTICLE I - NANE ILED 01 JAN 18 Alf 11:28 TALLAHASSEE, FLORIDA The name ofthis corporation is CENTENNUL MANAGEN= CORP, a Florida Corporation. ARTICLE II - DURATION This corporation shall have perpetual existence commencing on the date of this filing of these Articles with the Department of State. ARTICLE III - PURPOSE This corporation is organized for the purpose of transacting any or all lawful business for which corporations may be incorporated under Chapter 607, Florida Statutes, as now exists or may after be amended. ARTICLE IV - CAPITAL STOCK This corporation is authorized to issue 1000 share of One Dollar ($1.00) per value common stock, which shall be designated as "Common Shares." AR'T'ICLE V - INITIAL REGISMM OFFICER ANDAGENT The street address of the initial registered office of this corporation is 5709 N.W. 158`x' Street; Miami Lakes, Florida 33014, and the name of the initial registered agent of this corporation at that address is LEWIS V. SWEZY. ARTICLE VT_- INFI7AL BOARD OF DIRECT This corporation shall have 1 Directors constituting the initial Board of Directors. The number of Directors may be either increased or decreased from time to time by the bylaws; however, there shall never be less than 1 Director no more than five. The name(s) and address (es) of time initial Board of Director(s) of ft corporation are: LEWIS V. SWEZ 5709 N.W. 158th Sued Main Lakes, F.L. 33014 ARTICZ,E `1I - MORPORATOR The name and address ofthEe Incorporator signing hese Ar des is: LMS. V. SWEZY 5709 N.W.158't Street Nliauii Lakes, FL 33014 ARTS_ 1 ilBi - AMM: MNTT This corporation reserves the right to amend or repeal any provision contained in these .Articles Of kcorp m ica% or arw =m&ne t hereto, by a rn,:jonty vote of the Boal of Directors, and aw rim coniend upontne shareholders is subject to this reservation. IN WITNESS VWMOF, the undersigned Incorporator has executed th Articles of th hicorporation on t>'_+e clay ofl'auaTy 2001_ Incorporator STATE OF FLORIDA ) )ss. COUNTY OF 1vEANII-DADF ) BEFORE MF, a Notary Public authorized to take acknowl,edgmearnts in the State and Co=ty Set forth above,, personally appeared LEWIS V. SWEZY, known to be and known by me to be the Person vibe executed the foregoing ArdJc-- ofInoorporaticn, and she acknowledged before mo that executed those Articles oflucotporation IN 'WMT'SS ME F, I have set my hand and seal in the State and County above; tHs day of0a cJ4 2001. NOTARY pUBL1C, S up��y� Tm At L .` C N/Wn3i.LBf�vly7V 00 VMq my Commission EXPn' E& - Ow TV U '�f.%l�•C AP 2 CERTWICATB pESIGNATLNG PLACE OF ]SUSE CSS FOR SERVICE OF -PROMS MU T-iZN' THE STATE, NAI ffNI AGENT UPON WHOM PROCESS MAYBE SERVED In compliance With Sections 48.091 and 607.034, Florida Statutes, the followjng is subnmrte& 'HIT desiring to orgam or qualifyunder the laws of the State of Florida, with its principle plaeeofb sinessat 5709 N.W. '158 Street, Miami Lakes, YL 33014 ,basnamcdM pM V S �Zy as its ag) )t to scacept se~ vice ofpro=% Dated: Having been named to accept service ofproaess for the above named cvrpmtioj, at the place desiBmted;rt this Certifroate; I hereby aocW to act 1n this capacity, and I father agrw to comply with the prUvisiolis of all AaWtes relative to the proper,perfon=0e of jny H I Rlp,� 819/2017 Miami -Dade Official Records - Print Document tN THE CIRCW T COURT OF ELEVEW1'E , UD1 CIAL 1RC.W i Ij AND FOR MIAMI—DADE COUNTY, FLORIDA OCEAN BANK Plaintiff(s)1 Petitioners) VS. INTELLISOFT INC, et al" Defendant(s) / Respondents(s) lS�f 4. i$Lo II kB�k�� kly�3 ELoi tlb ai d f4 the E �f C_ F-- 1,4 201 I_F<0327790 ti 0f1 "' L769' <LCDRCiEE. ;3 ED .5;'1u/20ii DIDDC TAX 0.60 SURTAX 0,45 HARVEY RUVIlit CLERK OF COURT 11101 -DADS COUNTYr FLORIDA GENERAL_ JURISDICTION DIVISION Case No: 10009566CADI Section: 25 Doc Stamps; 50.60 sutar 50-45 Cons..idera6an, SiDQ.00 CERTIFICATE OF TITLE The undersigned clerk of the court certifies that a Certificate of Sale was executed and filed in this action on May 03, 2011, for the property described herein and that no objections to the sale have been filed within the time allowed for riling objections. The following property in Miami -Dade County, Florida: - SEE ATTACHMENT - was sold to: CENTENNIAL MANAGEMENT CORP. SUCCESSOR TO OCEAN BANK, A FLORIDA BANKING CORPORATION 1401 BRICKELL AVE #825 MIAMI, FL, 33131 R" 1Cv5Q0D9 Book27693/Page1772 WITNESS my hand and the seal of this court on May 16, 2011 . 1 CFN#20110327790 Page 1 of 2 https:ttvAvw2.miami-dadeclerk.coraIOfricialRecordsfPrintDocument.aspx?QS=YaoUfOzxryO%2babwwYWSadGgpEO5fus6aO3JsS46Nn9H8Hh2NVwT... 112 Wt Qi 1 d�w Harvey Ruvin, Clerk of Courts Miami -Dade County, Florida 1 CFN#20110327790 Page 1 of 2 https:ttvAvw2.miami-dadeclerk.coraIOfricialRecordsfPrintDocument.aspx?QS=YaoUfOzxryO%2babwwYWSadGgpEO5fus6aO3JsS46Nn9H8Hh2NVwT... 112 8/9/2017 Miami -Dade Oficial Records - Print Document ci\i:l'iCr-,i1_OS' lilts Case No: 10009586CA01 Units 17, 18, and 19, Building C, Park West Professional Center Condominium, according to the Declaration of Condominium thereof, as recorded in Official Records Book 18706 at page 4735, as amended by instrument recorded in Official Records Book 18740 at Page 4609, subsequently amended by Second Amendment recorded in Official Records Book I9107 at Page 450, further amended by Third Amendment to Declaration of Condominium and Protective Covenants for Park West Professional Center Condominium recorded in Official Records Book 19684 at Page 1929; Fourth Amendment to Declaration of Condominium and Protective Covenants for Park West Professional Center Condominium, as recorded in Official Records Book 19975 at Page 0597; Fifth Amendment to Declaration of Condominium and Protective Covenants for Park West Professional Center Condominium, as recorded in Official Records Book 20099 at Page 2628; Sixth Amendment to Declaration of Condominium and Protective Covenants for Park West Professional Center Condominium, as recorded in Official Records Book 20343 at Page 4795; further amended by Seventh Amendment to Declaration of Condominium and Protective Covenants for Park West Professional Center Condominium, as recorded in Official Records Book 21017 at Page 4091, all of the Public Records of Miami -Dade County, Florida. Commonly known as 7735 N.W. 146`h Street, C17/18, Suite 306, Miami Lakes, FL 33016 (Folio No. 32-2022-044.0400) Property Address: 7735 N.W, 146" Street, C17/18, Suite 306, Miami lakes, FL 33016 R", sn=rzoog Book276931Page1773 CFN#20110327790 Page 2 of 2 https:llvnwr2.miami-dadecierk.coml0fficiaERecordslPrintDocument.aspx?QS=YaoUfOzxryo%2baDwwYtwSadGgpEO5fus6aO3JsS46Nn9H8Hh2NV%vT... 212 8/9/2017 Property Search Application - Miami -Dade County Property Information Folio: 32-2022-044-0400 Property Address: 7735 NW 146 ST UNIT: C1711$ Miami Lakes, Ft_ 33016-1559 Owner CENTENNIAL MANAGEMENT CORP Mailing Address 7735 NW 146 ST 306 HIALEAH, FL 33016 USA PA Primary Zone 7700 INDUSTRIAL - RESTRICTED Primary Land Use 1818 OFFICE BUILDING - MULTISTORY: CONDOMINIUM - COMMERCIAL Beds 1 Baths 1 Half 01010 Floors 0 Living Units 0 Actual Area Sq.Ft Living Area 3,488 Sq.Ft Adjusted Area 3,488 Sq.Ft Lot Size 0 Sq.Ft "ear Built 2003 Assessment Information Previous 2017 2016 Year 2017 2016 2015 Land Value $0 $0 $0 Building Value $0 $0 $0 XF Value $0 $0 $0 Market Value $418,560 $383,680 $383,680 Assessed Value $418,560 $383,680 $383,680 Benefits Information Benefit Type I 2017 2016 2015 Note: Not all benefits are applicable to all Taxable Values (i.e. County, School Board, City, Regional). Short Legal Description PARK WEST PROF CENTER CONDO UNIT C-17-18-19 UNDIV 7.125% INT IN COMMON ELEMENTS OFF REC 18706.4735 21017-4091 Generated On: 8/9/2017 Taxable Value Information Previous 2017 2016 2015 County Exemption Value $0 $0 $0 Taxable Value $418,560 $383,680 $383,6$0 School Board Exemption Value $D $0 $0 Taxable Value $418,560 $383,680 $383,680 City Exemption Value $0 $4 $0 Taxable Value $418,560 $383,684 $383,680 Regional Exemption Value $0 $0 $0 Taxable Value $418,560 $383,6801383,680 Sales Information Previous OR Book - Sale Price Page Qualification Description 05/03/2011 $100 27693-1772 Financial inst or "In Lieu of Forclosure" stated 06/10/2009 $22,700 26923-2058 Financial inst or "in Lieu of Forclosure" stated 06/01/2003 $530,000 21437-1858 Sales which are qualified The Office of the Property Appraiser is continually editing and updating the tax roll. This website may not reflect the most current information on record. The Property Appraiser 4 Miami -Dade County assumes no liability, see full disclaimer and User Agreement at http_l/vnvw.miamidade.govfinfoldisciaimer.asp i version: I -0 t h 0 C6 00 05 00 00 v Cl O 4Q' V CV C6 (i C7 N M a r r N N N N r `- }� a r r Cn r r N w C d -i6 Ip N N Q bS C C C C C G G C G G C C G C C C CC t C �U �v U U V U U U U U U U C C C C C C C C Qj w y b` O n b o -2'2 " a a v }` (7 f9 C9 C7 C7 C7 0 0 g � C O G O C O C O C O C O C O C O C O C O V 2 2 2 2 2 2 37 7 2 4 CC U U C u C C U C v C U C U C U C v Qyj a � 3 3 C C C C C C C; G G O U N L C? C) M O (D O O R L L ._ N O O C] � C O O O C p N C O O (O O A O O C. O y U > O` Q df U W F° y0 U C Cl Iq M LQ C CD v CD M 00 C 01. R a U W N N r CD N N Q E �_' "06 L "8 N -� W � vt va (0 (a i» 69) 69. mm 0- � v � � c m O U C7 U ¢ W � Q 3 C7 IN W y CL M�M ❑ 0 0 0 to o A 9)o Cl m M W W Z o�-• N N N N N N a c Q U o` CL w ()�a ao rx 03 o 4, o �O a o o Y on Y U o S 00 V} Cn U � ' O N (7] O0 y it 4c: � U Vi N N .4 .H.. N N N O 2 2 V (� O U �{ LL k 'O L1 J 'C7 N M v J_ 't7 N 'p N 'Li N '0 W J a W - 0 it 'O N �L N N N "6 C N m •C ON c U _� O R o Y _ x � x x� m x x m x ca ) x� co x ca xU co X m t E j E' co m F N ! }- I- H F H m F o o 20 d O o c U 0. CO) 10 U) 0 LL Q LU ul co CD ¢ ❑ (%� O t N N N .- CMj h N o00 (0 r N M V1 (O A 00 0) W F. J C) C) LaLU f M N W 0 M _� O ey ❑ ii. J LL M M M } (D t0 Q 0 y A eq LL N N LL N O Z C N M rn M T f'1 M' Q �j (UD Q iL6 S/7 (07 {n O an d A M J O CO tt M N Q. M to I-" oy z z z c LD too a mro zU U a Z ro E LU41 c0 E N cc Lo E m a A �- -) N c0 o It � o o f o f a> rn �q �n E o f Of W Q QQ N= Mr ^G E NZ N,C Nz M0. a. +�- 000 lil V1 UI w Q Q Q C -f0 > > E N .0 t a, o .o .Q m a =5. aNi cu a. c U U Q o N YY co co ll.! o O co co 7 7 E L •� E .a E L L ro d p .0 U O U O U Id � U O d n. } w N > Cleaves Lake Apartments Hallandale Beach, Fl r.rx (IV h� '4 sfi. °q ,. ,� d iy sit, ,A+ i ..0t �, 1 J Jit �l ?� ! 41 Emw out ia 1 As Arse ,d,�� ��• ' � � �, f� - 'r� d�� ,�,�� gr�`� � "� i ✓ {4`.-. #�s r' <!!' r'/'r'✓ �� � � -�. nt �'* �� � . # � vi�Y2¢rai� � � y`� �� 4a ' "G "8' ,,,r Y _� /r / _ ''~t';y.,.. �a:,. SII �� � ,, ����� � "� ��r-•fir" g ,r '." art+ w `r �5 ;a `Aa +�r•,� �� '� 1 _� �tii it ",W.. � �+�('� vet � ii t�i�����{i it, 4 ` "4 \'Y' ` _ r' sr. _ = =5W''T-ate ,.• = x tW d f 1 > .1 ISE IN it Nv y \ fir t ,s.''rr•-.•�` �.,✓ ..�+_��„.` M �`5. :,'�'°*'�Af y*r _. Si r r Country Club Villas Miami, Fl Country Club villas H Miami, Fl La Joya Apartments Naranja, Fl 0 WN, Miami Stadium Apartments Miami, Fl <� a Orchid Estates Naranja, Fl Pembroke Park Apartments Pembroke Park, Fl 4' i 1! Pembroke Villas Pembroke Park, Fl N-74 r $ �ry t �, s 1 t � t F �'"har*� vra ���� •�.,� of �� � spa w:i'��- r• `�• ..�., Y ��"er� ,tom g $ {0 Ix i. «s. syjt�t . = s N-74 r $ �ry t �, s � � ©� � ? � � � ..� � � � . � ^ � � \�\� � � \� . © : � y y� � South Wind Apartments Hialeah, Fl Vizcaya Villas Miami, Fl LL Z Z 0 co UJ ry >� ti LQ n ui LU N LLI LLI w ca Z LLL C) 0 m rl NIJ as CL 0 2 0- < 06� < E E c 0 - 0 E -0 0 C ill 0 p Qj T E U L) a > CL E CL c u 7 6 0 000 C) ic L _0 0 < c U ro C 0- Cf j� Of o r- :2 -C -0 u F a- V < m —on- CL U CK U LL Z Z 0 co UJ ry >� ti LQ n ui LU N LLI LLI w ca Z LLL C) 0 m rl NIJ as CL 0 2 0- < 06� < E FE c o SUMMARY 9% Tax Credit Option Project dame: Ocean Breeze East - Boynton Beach Applicant: Centennial Management or Assignee 7735 NW 146 Street, Suite 306, Miami Lakes, Fl 33016 Managing Member: Pending Project Location: 700 N. Seacrest Blvd, Boynton Beach, FI Units 123 Tot Dev Cost 25,935,792 HC Type: 9% Annual HC Requested 2,241,543 Annual HC Proceeds 2,219,128 Total HC Equity 22,191,280 HC During Constr 53.12% P -Ship Interest Sold 99.99% HC Rate 0.99 Permanent Loan 3,810,000 Construction Loan 12,000,000 Interest 5.75% Amortization 30 Operating Reserves 450,000 Subordinate Loans: None Ocean Breeze East - Boynton Beach Sources and Uses Units: 123 FHFC RFA 9%HC Interest 5.75% DSR 1.49 HC Rafe 0.99 Oper Exp. $6,407 SOURCES Per Unit % Total Permanent Construction First Mortgage 30,976 14.7% $3,810,000 $3,810,000 $12,000,000 Tax Credit Equity 169,812 80.5% $20,886,911 $20,886,911 $11,095,640 Series B Bonds - Bridge Loan Advanced 0 $0 Series B Bonds - Bridge Loan Repaid 0 SAIL. 0 0.0% $0 $0 $0 ELI Loan 0 0.0% $0 $0 $0 Local Government Contribution 4,480 2.1% $551,000 $551,000 $0 Deferred Developer Fee 1 Other 5,593 2.7% $687,881 $687,881 $3,322,177 Total Sources 210,860 100.0% $25,935,792 $25,935,792 $26,417,817 USES Per Unit % Total Permanent Construction Total Hard Construction Costs 135,053 64.0% $16,611,538 $16,611,538 $16,611,538 Total General Development Costs 20,340 9.6% $2,501,764 $2,501,764 $2,501,764 Total Financial Costs 5,648 2.7% $694,650 $694,650 $694,650 Total Contingencies 7,770 3.7% $955,663 $955,663 $955,663 Total Developer Fee 27,010 12.8% $3,322,177 $3,322,177 $3,322,177 Total Land Costs 11,382 5.4% $1,400,000 $1,400,000 $1,400,000 Operating Reserves 1 Other 3,659 1.7% $450,000 $450,000 Total Uses of f=unds 210,860 100.0% $25,935,792 $25,935,792 $25,485,792 Ocean Breeze East - Boynton Beach Revision Date: 8110114 General Development Costs Applicant's Total Cost HC Ineligible Costs HC 100% Eligible Costs HC 130% Eligible Costs Total Cost Per Unit Actual Construction Cost $3,750 $11,250 $122 Appraisal $5,000 Accessory Buildings $0 $41 Architect's Fee - Design $0 $0 Demolition $0 Architect's Fee - Supervision $100,000 $0 $0 New Units $13,531,600 $150,000 $0 $13,531,600 $110,013 Off Site $0 $0 $124,160 $0 $0 Recreational Amenities $120,000 $120,000 $0 $0 $976 Rehab of Existing Common Areas $0 $20 Engineering Fee $0 $0 Rehab of Existing Rental Units $0 Environmental Report $2,500 $0 $0 Site Work $800,000 $500,000 $189,000 $300,000 $6,504 Laundry equipment $119,925 $119,925 $0 $0 $975 Other $0 $0 $777 $0 $0 Actual Construction Cost $14,571,525 $739,925 $0 $13,831,600 $118,468 General Contractor Fees (max 14%) $2,040,013 Impact Fees (list in detail) $530,710 $2,040,013 $16,585 Total Actual Construction Cost $16,611,538 $739,925 $0 $15,871,613 $135,053 General Development Costs Accounting Fees $15,000 $3,750 $11,250 $122 Appraisal $5,000 $0 $5,000 $41 Architect's Fee - Design $200,000 $0 $200,000 $1,626 Architect's Fee - Supervision $100,000 $0 $100,000 $813 Builder's Risk Insurance $150,000 $0 $150,000 $1,220 Building Permit $124,160 $0 $124,160 $1,009 Brokerage Fees $0 $0 $0 $0 Capital Need Assessment $2,400 $2,400 $0 $20 Engineering Fee $120,000 $0 $120,000 $976 Environmental Report $2,500 $0 $2,500 $20 FHFC Administrative Fee $189,000 $189,000 $0 $1,537 FHFC Application Fee $3,000 $3,000 $0 $24 FHFC Compliance Fee $95,525 $95,525 $0 $777 FHFC Credit Underwriting Fee $25,000 $25,000 $0 $203 Green Building Cert/HERS Inspection $40,000 $0 $40,000 $325 Impact Fees (list in detail) $530,710 $0 $530,710 $4,315 Inspection Fees $15,000 $0 $15,000 $122 Bonds, Insurance $150,000 $0 $150,000 $1,220 Legal Fees $170,000 $100,000 $70,000 $1,382 Market Study $5,000 $5,000 $0 $41 Marketing and Advertising $50,000 $50,000 $0 $407 Property Taxes $45,000 $0 $45,000 $366 Soil Test $30,000 $0 $30,000 $244 Survey $30,000 $0 $30,000 $244 Title Insurance $125,000 $0 $125,000 $1,016 Utility connection Fee $279,469 $0 $279,469 $2,272 Other (explain in detail) $0 1 $0 1 $0 $0 Total General Development Costs $2,501,764 1 1 $473,675 1 $0 $2,028,089 $20,340 Contingency Reserves Construction Contingency - 51/6 $830,576 $0 $830,576 $6,753 Soft Cost Contingency - 5% $125,087 $125,087 $0 $1,017 Total Contingency Reserves $955,663 $125,087 $0 $830,576 $7,770 Non -Land Acquisition Costs Building Acquisition Costs $0 $0 Total Non -Land Acquisition Costs $0 $0 $0 $0 1 $0 Other Other $0 $0 $0 Total Other $0 1 $0 $0 1 $0 1 $0 Development Cost before Land and Developer Fee $20,763,615 $1,395,837 $0 1 $19,367,778 $168,810 Developer Fee Developer Fee (16%) $3,322,177 $0 $3,322,177 $27,010 Total Developer Fee $3,322,177 $0 $0 $3,322,177 $27,010 Operating Deficit Reserves Operating Reserve $250,000 $250,000 $0 $2,033 Lease -Up Reserve $200,000 $200,000 $0 $1,626 Total Operating reserves $450,000 $450,000 $0 $0 $3,659 Development Cost Before Land: $24,535,792 $1,845,837 $0 1 $22,689,9551-$196-,-478- Land 22,689,955 $199,478 Land Acquisition Costs Land $1,400,000 $1,400,000 $0 $11,382 Total Land Acquisition Costs $1,400,000 $1,400,000 $0 $0 $11,382 Applicant's Total Cost HC 100% HC ineligible Eligible Costs Costs HC 130% Eligible Costs Total Cost Per Unit Financing Costs HC Ineligible Eligible Eligible Total Cost SO Cost. Contingency Total Cost Construction Loan Origination Fee $120,000 Total Development Cost $120,000 $976 Construction Loan Credit Enhancement $0 $0 $0 Construction Loan interest - $517,500 $517,500 $4,207 Permanenet Loan Origination Fee $57,150 $57,150 $0 $465 Permanent Loan Credit Enhancement $0 $0 $0 $0 Bridge Loan Origination Fee $0 $0 $0 Bridge Loan Interest $0 $0 $0 Non -permanent Loan Closing Cost $0 $0 $0 Bond Issuance Costs $0 $0 $0 Other - Subordinate Financing $0 $0 $0 Total Financial Costs $694,650 $57,150 $0 $637,500 $5,648 Contingency Reserves Construction Contingency - 51/6 $830,576 $0 $830,576 $6,753 Soft Cost Contingency - 5% $125,087 $125,087 $0 $1,017 Total Contingency Reserves $955,663 $125,087 $0 $830,576 $7,770 Non -Land Acquisition Costs Building Acquisition Costs $0 $0 Total Non -Land Acquisition Costs $0 $0 $0 $0 1 $0 Other Other $0 $0 $0 Total Other $0 1 $0 $0 1 $0 1 $0 Development Cost before Land and Developer Fee $20,763,615 $1,395,837 $0 1 $19,367,778 $168,810 Developer Fee Developer Fee (16%) $3,322,177 $0 $3,322,177 $27,010 Total Developer Fee $3,322,177 $0 $0 $3,322,177 $27,010 Operating Deficit Reserves Operating Reserve $250,000 $250,000 $0 $2,033 Lease -Up Reserve $200,000 $200,000 $0 $1,626 Total Operating reserves $450,000 $450,000 $0 $0 $3,659 Development Cost Before Land: $24,535,792 $1,845,837 $0 1 $22,689,9551-$196-,-478- Land 22,689,955 $199,478 Land Acquisition Costs Land $1,400,000 $1,400,000 $0 $11,382 Total Land Acquisition Costs $1,400,000 $1,400,000 $0 $0 $11,382 230.860 Tests Contractor Fees HC 100% HC 130% Developer Fees Applicant's HC Ineligible Eligible Eligible Total Cost SO Cost. Contingency Total Cost Costs - ' Costs Costs Per Unit Total Development Cost $25,935,792 $3,245,837 $0 $22,689,955 $210,860 230.860 Tests Contractor Fees 14.00% Developer Fees 16.00% Constr. Contingency 5.00% SO Cost. Contingency 5.00% 2,219,128 Annual 2,241,543 Requested Amount 2,110,000 Max Request Palm Beach: 20,886,911 Max Per Max Request Ocean Breeze East - Boynton Beach Bed- rooms Baths No. of Units Unit Size {SF} Median Income % 2017 Max. Gross HC Rents Estimated Utility Max Net Allowance HC Rents Annual Revenue 1 1 3 691 33% .$445 $82 $363 $13,068 2 2 7 910 33% $534: $98 $436 $36,624 3 2 3 1,105 33% $617 $119 $498 $17,928 1 1 27 691 60°% $810 $82 $728 $235,872 2 2 56 910 60% $972 198 $874 $587,328 3 2 27 1,105 60% $1,122 $119 $1,003 $324,972 Totals 123 111,210 113,520 12,204 101,316 $1,215,792 Ocean Breeze East - Boynton Beach Pro -forma Operating Budget Units: 123 DESCRIPTION ANNUAL PUPY Revenue Gross Potential Rental Revenue $1,215,792 $9,884 Other Income: Washer/Dryer Income $12,000 $98 Late Fee $10,800 $88 Miscellaneous Income $9,000 $73 Grass Potential Income $1,247,592 $10,143 Less: Move -in Specials $0 $0 Vacancy Allowance 4% ($49,904) ($406) Collection Loss 1% ($12,476) ($101) Total Effective Gross Income $1,185,212 $9,636 Expenses Fixed: Taxes $116,850 $950 Insurance $110,700 $900 Variable: Management Fees @ 5% $59,261 $482 General and Administrative $23,370 $190 Payroll Expenses & Benefits $153,750 $1,250 Utilities $86,715 $705 Marketing and Advertising $9,225 $75 Maintenance Supplies and Repairs $129,027 $1,049 Grounds Maintenance and Landscaping $31,488 $256 Audit 1 Other $30,750 $250 Replacement Reserve $36,900 $300 Total Expenses $788,036 $6,407 Net Operating Income $397,177 $3,229 Debt Service Payments First Mortgage $266,562 $2,167 Second Mortgage $0 Second Mortgage $5,510 $45 Third Mortgage L $0 $0 Total Debt Service Payments $272,072 $2,212 Operating income After Debt Service - Before Tax Cash Flow $125,105 $1,017 August 14, 2017 Lewis Swezy, Principal Centennial Management, LLC 7735 NW 146th Street, Suite 306 Miami Lakes, Florida 33016 Re: Ocean Breeze East Boynton Beach, Palm Beach County, Florida Dear Mr. Swezy: Thank you for considering JPMorgan Chase Bank, N.A. ("JPMorgan Chase" or "Lender") as a potential construction and permanent lender for the development of affordable rental housing at Ocean Breeze East (the "project"), located in Palm Beach County, Florida. We have completed a preliminary review of the materials you have submitted, and the following is a brief outline of the terms that we propose to underwrite for credit approval. Of course, this letter is for discussion purposes only and does not represent a commitment by JPMorgan Chase to provide financing for the project nor an offer to commit, but rather is intended to serve as a basis for further discussion and negotiation should you wish to pursue the proposed transaction. Our interest and preliminary terms are subject to change as our due diligence and discussions with you continue. Such a commitment can only be made after due diligence materials are received, reviewed and approved and credit approval has been obtained. Borrower: Centennial Management, LLC or Assignee General Partner: Centennial Management, LLC or Assignee Developer: Centennial Management, LLC or Assignee Project: Ocean Breeze East will consist of a 123 -unit affordable rental property located at 700 N. Seacrest Boulevard, Boynton Beach, Palm Beach County, Florida. Construction Laan Amount: Approximately $12,000,000 subject to final budget, sources and uses of funds, and LINTC equity pay -in schedule. Initial Term: 24 months. Interest Rate: Libor + 250 bps (3.75% as of August 9, 2017). Commitment Fee: 1% of the loan amount. Extension Option: One, conditional, six-month maturity extension. HAlorgan Chase Bank, N.A. • I00 North Tampa Street, Suite 3300, Tampa, Florida 33602 Telephone: 813.483.8297 • Facsimile: 813.483.8263 tammy.haylock-moors rc,chose.coin Extension Fee: 0.25% of the remaining loan commitment amount. Collateral: First mortgage, other typical pledges and assignments. Guarantee: Full payment and completion guarantees and environmental indemnity by guarantors/indemnitor(s) satisfactory to JPMorgan Chase. Developer Fee: Assigned to Lender. Notwithstanding provisions of the LP or LLC Agreement, any payments of developer fee prior to permanent debt conversion are subject to Lender's prior approval and control. Tax Credit Equity: At least 15% must be paid in at closing. The identity of the equity investor and pay -in schedule for this transaction must be disclosed and acceptable to the Lender in its sole discretion. Subordinate Liens: Subordinate financing will be permitted subject to approval of terms by JPMorgan Chase and Impact. Repayment: Construction Loan will be repaid with principal reductions from equity funded at or subsequent to construction completion and the Permanent Loan. Loan to Value: Up to 80% including the value of the real estate and tax credits. Contract Bonding: 100% Payment and Performance Bonds from "A' rated surety. Permanent Loan Amount: $3,810,000 subject to final underwriting, Permanent Loan to be sold to Impact CIL, LLC ("Impact') in accordance with, and subject to satisfaction of, Impact's requirements. Forward Commitment: 24 months plus one six-month option. Fees: Loan Fee— greater of $7,500 or 0.75% of perm loan, payable at Construction Loan closing. Conversion Fee: $10,000, payable at Permanent Loan closing. Interest Rate: The applicable interest rate for the Permanent Loan shall be locked at Construction Loan closing. Current underwritten rate is 5.75%. Please note that credit markets are volatile. Loan fees and interest rates are subject to adjustment prior to commitment, Rate Lock: Forward rate lock must be secured by a second lien subordinate note. The subordinate note is equal to the lesser of 3% of the Permanent Loan amount or Yield Maintenance Amount. At stabilization/conversion closing, the secured subordinate lien will be released. Security forfeited if loan does not convert. Term: 18 years. Amortization: 30 years. Collateral: First mortgage; other typical pledges and assignments. 2 Guarantee: After conversion, the Permanent Loan shall be non-recourse to the Borrower, except as to standard carve -outs for the Borrower, General Partner, and Key Principals. Loan to Value: Up to 85% of the stabilized rent -restricted value. Conversion Requirements: • 1.20x debt service coverage ratio (DSCR); 1.15x all -in DSCR including all loans requiring debt service payment. Commercial income will be excluded from DSCR analysis. • 90% economic and physical occupancy for 90 days. Prepayment Terms: Prepayments are subject to yield maintenance, except for the last three years of the term. During the last three years, the prepayment fee will be 1% of the loan balance. There is no prepayment fee during the final 90 days of the term. Escrows/Reserves: Escrows required for property taxes, insurance, and replacement reserves. Minimum replacement reserve of $2501unit/year or as required by Equity. Debt service reserve (if required) shall be funded with a minimum contribution of six months of debt service expense. We appreciate the opportunity to discuss the possibility of providing construction and permanent financing for the proposed project with you. This letter of interest is for your and Florida Housing Finance Corporation's information and use only, and is not to be shown to or relied upon by other parties. Please note that JPMorgan Chase and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transaction described herein or otherwise. JPMorgan Chase and its affiliates may share information about you in connection with the potential transaction or other possible transactions with you. This letter, which expires December 31, 2017, serves as an outline of the principal terms of the proposed facility, and is subject to receipt and satisfactory review of all due diligence materials by Lender and to change as described above. Please note, JPMorgan Chase cannot extend any legally binding lending commitment until formal credit approval has been obtained and a commitment letter has been issued. Sincerely, JPMORGAN CHASEBANK, N.A. By: Tammy Hay oek-Moore, Authorized Officer t17 SUMMARY SAIL Loan Option Project Name: Ocean Breeze East Applicant: Centennial Management or Assignee 7735 NW 146 Street, Suite 306, Miami takes, Fl 33016 Managing Member: Pending Project Location: 700 N. Seacrest Blvd, Boynton Beach, FI Units 108 Tot Dev Cost 23,038,586 HC Type: 4% Annual HC Requested 847,133 Annual HC Proceeds 838,661 Total HC Equity 8,386,614 HC During Constr 25.00% P -Ship Interest Sold 99.99% HC Rate 0.99 Permanent Loan 5,070,000 Construction Loan 10,500,000 Interest 5.19% Amortization 35 Operating Reserves 395,122 SAIL Loan 7,000,000 Ocean Breeze East Sources and Uses Palm Beach County (SAIL Loan with Bonds) SAIL Loan With Bonds SOURCES First Mortgage Tax Exempt Bonds Tax Credit Equity Series B Bonds - Bridge Loan Advanced Series B Bonds - Bridge Loan Repaid SAIL Local Government Contribution Other - ELI Loan Deferred Developer Fee 1 Other Total Sources USES Total Hard Construction Costs Total General Development Costs Total Financial Costs Contingencies Total Other Development Costs Total Land Costs Operating Reserves I Other Units: 108 Oper Exp. 5,812 Interest 5.19% DSR 1.35 Amort 35 HC Rate 0.99 Per Unit Total Permanent Construction $46,944 $5,070,000 $5,070,000 $10,500,000 $77,654 $8,386,614 $8,386,614 $2,096,653 $64,815 $7,000,000 $7,000,000 $7,000,000 $5,102 $551,000 $551,000 $0 $5,556 $600,000 $600,000 $600,000 $13,250 $1,430,972 $1,430,972 $3,332,053 $213,320.24 $23,038,586 $23,038,586 $23,528,706 Per Unit Total Permanent Construction $135,134 $14,594,426 $14,594,426 $14,594,426 $20,176 $2,178,955 $2,178,955 $2,178,955 $8,327 $899,363 $899,363 $899,363 $7,765 $838,667 $838,667 $838,667 $30,852 $3,332,053 $3,332,053 $3,332,053 $7,407 $800,000 $800,000 $800,000 $3,659 $395,122 $395,122 Total Uses of Funds $213,320.24 $23,038,586 $23,038,586 $22,643,464 Ocean Breeze East Development Cost Detail Applicant's Total Cost HC Ineligible Costs HC 100% HC 130% Eligible Eligible Costs Costs Total Cost Per Unit Actual Construction Cost Construction Period Interest- $408,713 Site Work $700,000 $300,000 $400,000 139 Off -Site $5,000 $50,700 $0 46 New Units $11,876,829 $0 $11,876,829 109,971 Permits $0 $0 $0 813 Recreational Amenities $120,000 $120,000 $0 1,220 Laundry Equipment $105,300 $105,300 $0 975 General Contractor Fees (max 14%) $1,792,297 $75,000 $1,792,297 16,595 Total Construction Contract $14,594,426 $525,300 $0 $14,069,126 135,134 Other - $2,500 $0 $0 23 Total Construction Cost $14,594,426 $525,300 $0 $14,069,126 135,134 Applicant's Total Cost HC Ineligible Costs HC 100% HC 130% Eligible Eligible Costs Costs Total Cost Per Unit General Development Costs Construction Period Interest- $408,713 Accounting Fees $15,000 $3,750 $11,250 139 Appraisal $5,000 $50,700 $5,000 46 Architect's Fee - Design $200,000 $0 $200,000 1,852 Architect's Fee - Supervision $87,805 $0 $87,805 813 Builder's Risk Insurance $131,707 $0 $131,707 1,220 Building Permit $109,459 $0 $109,459 1,014 Legal Fees -Lenders Counsel $110,000 $75,000 $35,000 1,019 Engineering Fee $105,366 $0 $105,366 976 Environmental Report $2,500 $0 $2,500 23 FHFC Administrative Fee $79,405 $79,405 $0 735 FHFC Application Fee $3,000 $3,000 $0 28 FHFC Compliance Fee $105,366 $105,366 $0 976 FHFC Credit Underwriting Fee $25,000 $25,000 $0 231 Impact Fees $430,131 $430,131 3,983 Green Certification $40,000 $40,000 370 Inspection Fees $20,000 $0 $20,000 185 Legal Fees - Borrower $110,000 $50,000 $60,000 1,019 Market Study $5,000 $0 $5,000 46 Marketing and Advertising $50,000 $50,000 $0 463 P&P Bonds 1 Insurance $80,000 $0 $80,000 741 Pre-Constr. Analysis/Existing Prop. Eval. $2,400 $2,400 $0 22 Property Taxes $39,512 $39,512 366 Soil Test $20,000 $0 $20,000 185 Survey $30,000 $0 $30,000 278 Title Insurance $125,000 $0 $125,000 1,157 Utility connection Fee $247,303 $0 $247,303 2,290 Total General Development Costs $2,178,955 $393,921 $0 $1,785,034 20,176 Applicant's Total Cost HC 100% HC 130% HC Ineligible Eligibfe Eligible Costs Costs Costs Total Cost Per Unit Financial Costs Construction Period Interest- $408,713 $408,713 3,784 Origination Fees - Construction $105,000 $105,000 972 Origination Fees - Permanent $50,700 $50,700 $0 469 Bond Issuance Costs $ 299,950 1 $299,950 1 1 $0 1 2,777 Other - Subordinate Financing $35,000 1 $35,000 1 F $0 1 324 Total Financial Costs $899,363 1 $385,650 1 $0 1 $513,713 1 8,327 HC 100% HC 130% Applicant's HC Ineligible Eligible Eligible Total Cost Total Cost Costs Costs Costs Per Unit Total Development Cost $23,038,586 $2,608,940 $0 $20,429,646 213,320 311,332 100 Tests Applicant's Total Cost HC Ineligible Costs HC 100% HC 130% Eligible Eligible Costs Costs Total Cost Per Unit Contingencies Development Cost before Land and Developer Fee $18,511,411 Building Acquisition Costs $0 Construction Contingency - 5% $729,720 Other $729,720 6,757 Soft Cost Contingency - 5% $108,947 $108,947 $0 1,009 Total Contingencies $838,667 $108,947 $0 $729,720 7,765 HC 100% HC 130% Applicant's HC Ineligible Eligible Eligible Total Cost Total Cost Costs Costs Costs Per Unit Total Development Cost $23,038,586 $2,608,940 $0 $20,429,646 213,320 311,332 100 Tests Applicant's Total Cost HC Ineligible Costs HC 100% HC 130% HC Ineligible Eligible Eligible Total Cost Costs Costs Costs Per Unit Non -Land Acquisition Costs Total Cost Per Unit Development Cost before Land and Developer Fee $18,511,411 Building Acquisition Costs $0 $17,097,593 171,402 Other Total Non -Land Acquisition Costs $0 Other Development Costs $0 $0 $0 I0 HC 100% HC 130% Applicant's HC Ineligible Eligible Eligible Total Cost Total Cost Costs Costs Costs Per Unit Total Development Cost $23,038,586 $2,608,940 $0 $20,429,646 213,320 311,332 100 Tests Applicant's Total Cost HC Ineligible Costs HC 100% Eligible Costs HC 130% Eligible Costs Total Cost Per Unit Development Cost before Land and Developer Fee $18,511,411 $1,413,818 $0 $17,097,593 171,402 Other Development Costs Develo er Fee on Acquisition of Buildings $0 $0 $0 0 Developer Fee 18% $3,332,053 $0 $3,332,053 30,852 Other - Excess Legal Fees $0 $0 $0 0 Other $0 $0 ii $0 $0 0 Total Other Development Costs $3,332,053 $0 $0 $3,332,053 30,852 HC 100% HC 130% Applicant's HC Ineligible Eligible Eligible Total Cost Total Cost Costs Costs Costs Per Unit Total Development Cost $23,038,586 $2,608,940 $0 $20,429,646 213,320 311,332 100 Tests Applicant's Total Cost HC Ineligible Costs HC 100% Eligible Costs HC 130% Eligible Costs Total Cost Per Unit Development Cost Before Land $21,843,464 $1,413,818 $0 $20,429,646 202,254 Land Acquisition Costs Land $800,000 $800,000 $0 7,407 Operating Reserve $219,512 $219,512 $0 2,033 Other Reserves $175,610 $175,610 $0 1,626 Total Land Acquisition Costs $1,195,122 $1,195,122 $0 $0 11,066 HC 100% HC 130% Applicant's HC Ineligible Eligible Eligible Total Cost Total Cost Costs Costs Costs Per Unit Total Development Cost $23,038,586 $2,608,940 $0 $20,429,646 213,320 311,332 100 Tests Line Item Actual Contractor Fees 14.00% Developer Fees 18.00% Contingency - Constr 5.00% Contingency - Soft 5.00% 838,661 Annual 847,133 Requested Ai Ocean Breeze East Bed- rooms Baths No. of Units Unit Size (SF) Median Income % Estimated 2017 Max. Utility Gross HC Allowance Rents PBC Max Net Rents Total Rent Revenue 1 1 60% 1 1 60% 1 1 -3 691:.-, 33% $445 $82 $363 $13,068 2 - 2 _ 6 910 ' 33% $534 $98 $436 $31,392 3 2 3 1,105 33% $617 $119 $498 $17,928 1 1 24. 691 60%.: $810 $82 $728 $209,664 . 2 2 48 910 60% .$972 $98 $874 $503,424 3 2 24 1,105 60% " $1,122 $119 $1,003 $288,864 Totals 108 $1,064,340 Ocean Breeze East Pro -forma Operating Budget Units: 108 DESCRIPTION ANNUAL PUPY Revenue Gross Potential Rental Revenue $1,064,340 $9,855 Other Income: Washer/Dryer Income $21,600 $200 Miscellaneous Income $21,600 $200 Gross Potential Income $1,107,540 $10,255 Less: Move -in Specials $0 $0 Vacancy Allowance ($44,302) ($410) Collection Loss ($11,075) ($103) Total Effective Gross Income $1,052,163 $9,742 Expenses Fixed: Taxes $91,800 $850 Insurance $59,400 $550 Variable: Management Fees @ 5% $52,608 $487 General and Administrative $48,600 $450 Payroll Expenses & Benefits $135,000 $1,250 Utilities $91,800 $850 Marketing and Advertising $2,700 $25 Maintenance Supplies and Repairs $64,800 $600 Grounds Maintenance and Landscaping $27,000 $250 Other $16,200 $150 Replacement Reserve $37,800 $350 Total Expenses $627,708 $5,812 Net Operating Income $424,455 $3,930 Debt Service Payments First Mortgage $314,411 $2,911 Second Mortgage - SAIL Loan $70,000 $648 Second Mortgage - ELI Loan $0 Third Mortgage $0 Total Debt Service Payments $384,411 $3,559 Operating Income After Debt Service - Before Tax Cash Flow $40,044 $371 August 14, 2017 Lewis Swezy, Principal Centennial Management, LLC 7735 NW 146` Street, Suite 306 Miami Lakes, Florida 33016 Re: Ocean Breeze Bast Boynton Beach, Pahu Beach County, Florida Dear Mr. Swezy: Thank you for considering JPMorgan Chase Bank, N.A. ("JPMorgan Chase" or "Lender") as a potential construction and permanent lender for the development of affordable rental housing at Ocean Breeze East (the "project'), located in Palm Beach County, Florida. We have completed a preliminary review of the materials you have submitted, and .the following is a brief outline of the terms that we propose to underwrite for credit approval. Of course, this letter is for discussion purposes only and does not represent a commitment by JPMorgan Chase to provide financing for the project nor an offer to commit, but rather is intended to serve as a basis for further discussion and negotiation should you wish to pursue the proposed transaction. Our interest and preliminary terms are subject to change as our due diligence and discussions with you continue. Such a commitment can only be made after due diligence materials are received, reviewed and approved and credit approval has been obtained. Facilities: JPMorgan Chase is proposing to purchase tax exempt bonds in the amount of $10,500,000, the proceeds of which will fund construction and permanent loans to the Borrower. Upon meeting the conditions required for the permanent period, the Construction Loan will convert to a Permanent Loan in an amount not to exceed $5,070,000. Borrower/Applicant: Centennial Management, LLC or Assignee General Partner(s)l Manager(s): Centennial Management, LLC or Assignee Developer(s): Centennial Management, LLC or Assignee Project: Ocean Breeze East will consist of a 108 -unit affordable rental property. located at 700 N. Seacrest Boulevard, Boynton Beach, Palm Beach County, Florida. HINforgan Chase Bank, N.A. • 100 North Tampa Street, 33d Floor, Tampa, Florida 33602 Telephone: 813,483.8297 • Facsimile: 813.483.8263 tammv.havlo;;k-moorea:chaee.eom Construction Phase Loan Amount: Approximately $10,500,000; subject to final budget, sources and uses of funds, and LMTC equity pay -in schedule. Initial Term: 24 months. Interest Rate: Interest on the Construction Loan is payable monthly. The applicable interest rate for the Construction Loan shall be one-month LIBOR plus 1.95%, adjusted monthly on a 360 -day basis. (3.20% as of August 9, 2017). Commitment Fee: 1% of the loan amount. Extension Option: One, conditional, six-month maturity extension. Extension Fee: 0.25% of the remaining loan commitment amount. Collateral: First mortgage; other typical pledges and assignments. Guarantee: Full payment and completion guarantees and environmental indemnity by guarantors/indemnitor(s) satisfactory to ]PMorgan Chase. Developer Fee: Assigned to Lender. Notwithstanding provisions of the LP or LLC Agreement, any payments of developer fee prior to permanent debt conversion are subject to Lender's prior approval and control. Tax Credit Equity: At least 15% must be paid in at closing. The identity of the equity investor and pay -in schedule for this transaction must be disclosed and acceptable to the Lender. Subordinate Liens: Subordinate financing will be permitted subject to approval of terms by JPMorgan Chase. Repayment: Construction Loan will be repaid with principal reductions from equity funded at or subsequent to construction completion and the Permanent Loan. Loan to Value: Up to 80% including the value of the real estate and tax credits. Contract Bonding: 100% Payment and Performance Bonds from "A" rated surety 2 Permanent Phase Loan Amount: $5,070,000 subject to final underwriting. Funding: 24 months after Construction Loan closing an amount of the construction Loan equal to the Permanent Loan amount will convert to a fixed interest rate. The interest -only period may be extended for 6 months. Commitment Fee: 1.00% of the Permanent Loan amount payable at Construction Loan closing. Interest Rate: The applicable interest rate for the Permanent Loan shall be locked at Construction Loan closing. Current underwriting rate is 5.19%. Please note that credit markets are volatile. Loan fees and interest rates are subject to adjustment prior to commitment. Tern: 15 years. Amortization: 35 years. Collateral First mortgage; other typical pledges and assignments. Guarantee: After conversion, the Permanent Loan shall be non-recourse to the Borrower, except as to standard carve -outs for the Borrower, General Partner, and Key Principals. Loan to Value: Up to 80% of the stabilized rent -restricted value. Conversion Requirements: 1.20x debt service coverage ratio (DSCR); 1.15x all -in DSCR including all loans requiring hard debt service payment. Commercial income will be excluded from DSCR analysis. 90% economic and physical occupancy for 90 days. 10 -year pro forma forecast shows annual DSCR (based on annual revenue growth of 2% and annual expense growth of 31/G) of I. Ox or greater, else the Permanent Loan amount may be resized at conversion. Prepayment Terms: Prepayment prior to five years before the Permanent Loan maturity date will be subject to a prepayment fee equal to the greater of I% of the Loan balance or yield maintenance. Thereafter, prepayment will be without premium. Escrows/Reserves: Bank controlled escrows required for property taxes, insurance, and replacement reserves. Minimum replacement reserve of $300/unit/year funded at conversion with 3 -month initial deposit. A non-bank controlled operating reserve equal to six months of operating expenses and debt service payments, to stay in place for at least five years, is required. We appreciate the opportunity to provide construction and permanent financing for the proposed project with you. This letter of interest is for your, and the tax credit and subsidy allocating agency's information and use only, and is not to be shown to or relied upon by other parties. Please note that JPMorgan Chase and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transaction described herein or otherwise. JPMorgan Chase and its affiliates may share information about you in connection with the potential transaction or other possible transactions with you. This letter, which expires December 31, 2017, serves as an outline of the principal terms of the proposed facility, and is subject to receipt and satisfactory review of all due diligence materials by Lender and to change as described above. Please note that JPMorgan Chase Bank N.A. cannot extend any legally binding lending commitment until formal credit approval has been obtained and a commitment letter has been issued. Sincerely, JPMOROAN -CHASE EANK,N.A. Ely. Tammy Hay ocic-Moore, Authorized Officer. 4 Agreed and Accepted By: SUMMARY CRA Funding Option Project Name: Ocean Breeze East Applicant: Centennial Management or Assignee 7735 NW 146 Street, Suite 306, Miami Lakes, F133016 Managing Member: Pending Project Location: 700 N. Seacrest Blvd, Boynton Beach, F1 Units 100 Tot Dev Cost 21,069,037 HC Type: 4% Annual HC Requested 802,944 Annual HC Proceeds 794,915 Total HC Equity 7,949,150 HC During Constr 25.00% P -Ship Interest Sold 99.99% HC Rate 0.99 Permanent Loan 10,260,000 Construction Loan 16,000,000 Interest 5.19% Amortization 35 Operating Reserves 365,854 Ocean Breeze East Sources and Uses Palm Beach County CRA Funds SOURCES First Mortgage and TIRF Tax Credit Equity Series B Bonds - Bridge Loan Advanced Series B Bonds - Bridge Loan Repaid SAIL Local Government Contribution Other - ELI Loan Deferred Developer Fee/ Other Total Sources USES Total Hard Construction Costs Total General Development Costs Total Financial Costs Contingencies Total Other Development Costs Total Land Costs Operating Reserves 1 Other Units: 100 Oper Exp. 5,840 Interest 5.19% DSR 1.25 Amort 35 HC Rate 0.99 Deferred Fee 75% TIRF 350,000.00 Per Unit Total Permanent Construction $102,600 $10,260,000 $10,260,000 $16,000,000 $79,491 $7,949,150 $7,949,150 $1,987,287 $0 $0 $0 $0 $5,000 $500,000 $500,000 $0 $0 $0 $0 $0 $23,599 $2,359,887 $2,359,887 $3,157,959 $210,690.37 $21,069,037 $21,069,037 $21,145,246 Per Unit Total Permanent Construction $135,150 $13,515,047 $13,515,047 $13,515,047 $21,286 $2,128,645 $2,128,645 $2,128,645 $11,184 $1,118,350 $1,118,350 $1,118,350 $7,822 $782,183 $782,183 $782,183 $31,580 $3,157,959 $3,157,959 $3,157,959 $10 $1,000 $1,000 $1,000 $3,659 $365,854 $365,854 Total Uses of Funds $210,690.37 $21,069,037 $21,069,037 $20,703,184 Ocean Breeze East Development Cost Detail Applicant's Total Cost Applicant's Total Cost HC Ineligible Costs HC 100% Eligible Costs HC 130% Eligible Costs Total Cost Per Unit Actual Construction Cost $622,800 6,228 Origination Fees - Construction $160,000 Accountino Fees $15,000 Site Work $700,000 $300,000 Appraisal $400,000 Off -Site 50 Architect's Fee - Design $200,000 $0 $200,000 New Units $10,937,805 $81,301 $0 $10,937,805 109,378 Permits $0 $0 $121,951 $0 Buildin Permit Recreational Amenities $120,000 $120,000 1,014 $0 $110,000 Laundry Equipment $97,500 $97,500 Engineering Fee $0 975 General Contractor Fees (max 14%) $1,659,742 Environmental Report $2,500 $1,659,742 16,597 Total Construction Contract $13,515,047 $517,500 $0 $12,997,547 135,150 Other - $3,000 $3,000 $0 $0 FHFC Compliance Fee Total Construction Cost $13,515,047 $517,500 $0 $12,997,547 135,150 Applicant's Total Cost Applicant's Total Cost HC Ineligible Costs HC 100% HC 130% Eligible Eligible Costs Costs Total Cost Per Unit General Development Costs Construction Period Interest - $622,800 $622,800 6,228 Origination Fees - Construction $160,000 Accountino Fees $15,000 $3,750 $11,250 150 Appraisal $5,000 $5,000 50 Architect's Fee - Design $200,000 $0 $200,000 2,000 Architect's Fee - Supervision $81,301 $0 $81,301 813 Builder's Risk Insurance $121,951 $0 $121,951 1,220 Buildin Permit $101,351 $0 $101,351 1,014 Legal Fees - Lenders Counsel $110,000 $75,000 $35,000 1,100 Engineering Fee $97,561 $0 $97,561 976 Environmental Report $2,500 $0 $2,500 25 FHFC Administrative Fee $72,000 $72,000 $0 720 FHFC Application Fee $3,000 $3,000 $0 30 FHFC Compliance Fee $97,561 $97,561 $0 976 FHFC Credit Underwriting Fee $25,000 $25,000 $0 250 Impact Fees $430,131 $430,131 4,301 Green Certification $40,000 $40,000 400 Inspection Fees $20,000 $0 $20,000 200 Legal Fees -Borrower $110,000 $50,000 $60,000 1,100 Market Study $5,000 $0 $5,000 50 Marketing and Advertising $50,000 $50,000 $0 500 P&P Bonds / Insurance $80,000 $0 $80,000 800 Pre-Constr. Analysis/Existing Prop. Eval. $2,400 $2,400 $0 24 Property Taxes $36,585 $36,585 366 Soil Test $20,000 $0 $20,000 200 Survey $30,000 $0 $30,000 300 Title Insurance $125,000 $0 $125,000 1,250 Utility connection Fee $247,303 $0 $247,303 2,473 Total General Development Costs $2,128,645 $378,711 $0 $1,749,934 21,286 Applicant's Total Cost HC 100% HC 130% HC Ineligible Eligible Eligible Total Cost Costs Costs Costs Per Unit Financial Costs Construction Period Interest - $622,800 $622,800 6,228 Origination Fees - Construction $160,000 $160,000 1,600 Origination Fees - Permanent $102,600 $102 600 $0 1,026 Bond Issuance Costs $ 232,950 $232,950 $0 2,330 Other - Subordinate Financia $0 $0 $0 0 Total Financial Costs $1,118,350 $335,550 1 $0 $782,800 11,184 HC 100% HC 130% Applicant's HC Ineligible Eligible Eligible Total Cost Total Cost Costs Costs Costs Per Unit Non -Land Acquisition Costs Building Acquisition Costs Other Total Non -Land Acquisition Costs $0 $0 $0 $0 fl Applicant's Total Cost HC Ineligible Costs HC 100% HC 130% Eligible Eligible Costs Costs Totai'Cost Per Unit Contingencies Development Cost before Land and Developer Fee $17,544,224 $1,338,192 $1,338,192 Construction Contingency - 5% $675,751 Total Development Cost $675,751 6,758 Soft Cost Contingency - 5% $106,431 $106,431 $0 1,064 Total Contingencies $782,183 $106,431 $0 $675,751 7,822 HC 100% HC 130% Applicant's HC Ineligible Eligible Eligible Total Cost Total Cost Costs Costs Costs Per Unit Non -Land Acquisition Costs Building Acquisition Costs Other Total Non -Land Acquisition Costs $0 $0 $0 $0 fl Tests Applicant's Total Cost HC Ineligible Costs HC Ineligible Costs HC 100% Eligible Costs HC 130% Eligible Total Cost Costs Per Unit Development Cost before Land and Developer Fee $17,544,224 $1,338,192 $1,338,192 $0 $16,206,032 175,442 Total Development Cost $21,069,037 $1,705,046 $0 $19,363,991 210,690 284,71700%. Other Development Costs Developer Fee on Acquisition of Buildings $0 $1,000 $0 $0 $0 0 Develo per Fee 18%) $3,157,959 $203,252 $0 $0 $3,157,959 31,580 Other - Excess Legal Fees $0 $162,602 $0 $0 $0 0 Other $0 $366,854 $0 $0 $0 0 Total Other Development Costs $3,157,959 $0 $0 $3,157,959 31,580 Tests Applicant's Total Cost HC Ineligible Costs HC 100% Eligible Costs HC 130% Eligible Costs Total Cost Per Unit Development Cost Before Land $20,702,184 $1,338,192 $0 $19,363,991 207,022 Total Development Cost $21,069,037 $1,705,046 $0 $19,363,991 210,690 284,71700%. Land Acquisition Costs Land $1,000 $1,000 $0 10 02erating Reserve $203,252 $203,252 $0 2,033 Other Reserves $162,602 $162,602 $0 1,626 Total Land Acquisition Costs $366,854 $366,854 $0 $0 3,669 Tests Line Item HC 100% HC 130% Contractor Fees Applicant's HC Ineligible Eligible Eligible Total Cost Contingency - Constr Total Cost Costs Costs Costs Per Unit Total Development Cost $21,069,037 $1,705,046 $0 $19,363,991 210,690 284,71700%. Tests Line Item Actual Contractor Fees 14.00% Developer Fees 18.00% Contingency - Constr 5.00% Contingency - Solt 5.00% -1n An" $0 $7,949,150 1 $7,949,15Q 794,915 Annual 802,944 Requested Ai Ocean Breeze East Bed- rooms Baths No. of Units Unit Size (SF) Median Income % 2017 Max, Gross HC Rents Estimated Utility Allowance PBC Max Net Rents Total Rent Revenue 0 891 - 33°1° - , ' $445 $82 $363 .:' $0 2 '.. 2 0 910- 33%' ` ,-$534... .. $98 $436.:. $0 3 2 0 1.105 33% $617 .$119. $498 ':: :$0 1 1 25 691 60% $810 $82 $728 $218,400 2 2 50 910 60% $972 $98 $874 $524,400 3 2 25 1,105 60% $1,122 $.119 $1,003 $300,900..: Totals 100 $1,043,700 Ocean Breeze East Pro -forma Operating Budget Units: 100 DESCRIPTION ANNUA€. PUPY Revenue Gross Potential Renta[ Revenue $1,043,700 $10,437 Other Income: Washer/Dryer Income $20,000 $200 Miscellaneous Income $20,000 $200 Gross Potential Income $1,083,700 $10,837 Less: Move -in Specials $0 $0 Vacancy Allowance ($43,348) ($433) Collection Loss ($10,837) ($108) Total Effective Gross Income $1,029,515 $10,295 Expenses Fixed: Taxes $85,000 $850 Insurance $55,000 $550 Variable: Management Fees @ 5% $51,476 $515 General and Administrative $45,000 $450 Payroll Expenses & Benefits $125,000 $1,250 Utilities $85,000 $850 Marketing and Advertising $2,500 $25 Maintenance Supplies and Repairs $60,000 $600 Grounds Maintenance and Landscaping $25,000 $250 Other $15,000 $150 Replacement Reserve $35,000 $350 Total Expenses $583,976 $5,840 Net Operating Income Incl $350,000 TIRF $795,539 $7,955 Debt Service Payments First Mortgage $636,431 $6,364 Second Mortgage - SAIL Loan $0 $0 Second Mortgage - ELI Loan $0 Third Mortgage $0 Total Debt Service Payments $636,431 $6,364 Operating Income After Debt Service - Before Tax Cash Flow $159,108 $1,591 August 14, 2017 Lewis Swezy, Principal Centennial Management, LLC 7735 NAV 146`a Street, Suite 306 Miami Laces, Florida 33016 Re: Ocean Breeze East Boynton Beach, Palm Beach County, Florida Dear Mr. Swezy: Thank you for considering JPMorgan Chase Bank, N.A. ("JPMorgan Chase" or "Lender") as a potential construction and permanent lender for the development of affordable rental housing at Ocean Breeze East (the "project"), located in Palm Beach County, Florida. We have completed a preliminary review of the materials you have submitted, and the following is a brief outline of the terms that we propose to underwrite for credit approval. Of course, this letter is for discussion purposes only and does not represent a commitment by JPMorgan Chase to provide fmancing for the project nor an offer to commit, but rather is intended to serve as a basis for filrther discussion and negotiation should you wish to pursue the proposed transaction. Our interest and preliminary terms are subject to change as our due diligence and discussions with you continue. Such a commitment can only be made after due diligence materials are received, reviewed and approved and credit approval has been obtained. Facilities: JPMorgan Chase is proposing to purchase tax exempt bonds in the amount of $16,000,000, the proceeds of which will fund construction and permanent loans to the Borrower. Upon meeting the conditions required for the permanent period, the Construction Loan will convert to a Permanent Loan in an amount not to exceed $10,260,000. Borrower/Applicant: Centennial Management, LLC or Assignee General Partner(s)/ Manager(s): Centennial Management, LLC or Assignee Developer(s): Centennial Management, LLC or Assignee Project: Ocean Breeze East will consist of a 100 -unit affordable rental property located at 700 N. Seacrest Boulevard, Boynton Beach, Palm Beach County, Florida. HAlorgan Chase Ba3tk, N.A. • l00 North Tampa Street, 3Yd Floor, Tampa, Florida 33602 Telephone: 813.483.8297 • Facsimile: 813.483.8263 [:!1111 -y.1114'l i;ck-nnoor4 iL'd LSi.Ci?.1. Construction Phase Loan Amount: Approximately $16,000,000; subject to final budget, sources and uses of funds, and LIHTC equity pay -in schedule. Initial Term: 24 months. Interest Rate: Interest on the Construction Loan is payable monthly. The applicable interest rate for the Construction Loan shall be one-month LIBOR plus 1.95%, adjusted monthly on a 360 -day basis. (3.20% as of August 9, 2017). Commitment Fee: 1% of the loan amount. Extension Option: One, conditional, six-month maturity extension. Extension Fee: 0.25% of the remaining loan commitment amount. Collateral: First mortgage; other typical pledges and assignments. Guarantee: Full payment and completion guarantees and environmental indemnity by guarantors/indemnitor(s) satisfactory to JPMorgan Chase. Developer Fee: Assigned to Lender. Notwithstanding provisions of the LP or LLC Agreement, any payments of developer fee prior to permanent debt conversion are subject to Lender's prior approval and control. Tax Credit Equity: At least 15% must be paid in at closing. The identity of the equity investor and pay -in schedule for this transaction must be disclosed and acceptable to the Lender. Subordinate Liens: Subordinate financing will be permitted subject to approval of terms by JPMorgan Chase. Repayment: Construction Loan will be repaid with principal reductions from equity funded at or subsequent to construction completion and the Permanent Loan. Loan to Value: Up to 801/10 including the value of the real estate and tax credits. Contract Bonding: 100% Payment and Performance Bonds from "A" rated surety Permanent Phase Loan Amount: $10,260,000 subject to final underwriting. Funding: 24 months after Construction Loan closing an amount of the construction Loan equal to the Permanent Loan amount will convert to a fixed interest rate. The interest -only period may be extended for 6 months. Commitment Fee: 1..00% of the Permanent Loan amount payable at Construction Loan closing. Interest Rate: The applicable interest rate for the Permanent Loan shall be locked at Construction Loan closing. Current underwriting rate is 5.19%. Please note that credit markets are volatile. Loan fees and interest rates are subject to adjustment prior to commitment. Term: 15 years. Amortization: 35 years. Collateral: First mortgage; other typical pledges and assignments. Guarantee: After conversion, the Permanent Loan shall be non-recourse to the Borrower, except as to standard carve -outs for the Borrower, General Partner, and Key Principals. Loan to Value: Up to 80% of the stabilized rent -restricted value. Conversion Requirements: 1.20x debt service coverage ratio (DSCR); 1.15x all -in DSCR including all loans requiring hard debt service payment. Commercial income will be excluded from DSCR analysis. 90% economic and physical occupancy for 90 days. 10 -year pro forma forecast shows annual DSCR (based on annual revenue growth of 2% and annual expense growth of 3%) of 1.Ox or greater, else the Permanent Loan amount may be resized at conversion. Prepayment Terms: Prepayment prior to five years before the Permanent Loan maturity date will be subject to a prepayment fee equal to the greater of 1% of the Loan balance or yield maintenance. Thereafter, prepayment will be without premium. Escrows/Reserves: Bank controlled escrows required for property taxes, insurance, and replacement reserves. Minimum replacement reserve of $300/unit/year funded at conversion. with 3 -month initial deposit. A non-bank controlled operating reserve equal to six months of operating expenses and debt service payments, to stay in place for at least five years, is required. We appreciate the opportunity to provide construction and permanent financing for the proposed project with you. This letter of interest is for your, and the tax credit and subsidy allocating agency's information and use only, and is not to be shown to or relied upon by other parties. Please note that JPMorgan Chase and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transaction described herein or otherwise. JPMorgan Chase and its affiliates may share information about you in connection with the potential transaction or other possible transactions with you. This letter, which expires December 31, 2017, serves as an outline of the principal terms of the proposed facility, and is subject to receipt and satisfactory review of all due diligence materials by Lender and to change as described above. Please note that JPMorgan Chase Bank N.A. cannot extend any legally binding lending commitment until formal credit approval has been obtained and a commitment letter has been issued. Sincerely, JPMOROAN CHASE BANK, N.A. BY: Tammy Hay mki Moore. Auth.fl �Offffi,er 17 �:YgNmaksovsing affordable`"FI ri� 227 North Bronoucdh Street, Suite 5000 • Tallahassee, Florida 32301. F i c e C o r p o r a t i o n 850.488.4197 - Fax: 850.488.9809 • v~.Iloridahousing.org n a a Via Email June 19, 2017 Lewis V. Swezy W 76 Street LLC 7735 NW 146 Street Suite 306 Miami Lakes, FL 33016 Re: Invitation to Credit Underwriting 2017 Housing Credits Program Lake Point Plaza Apartments 12017-182C Dear Mr. Swezy: On May 5, 2017, the Board approved the Review Committee's recommendation for RFA 2016- 116. Your application for the above stated Development met the necessary criteria and obtained the sufficient criteria to be ranked within the tentative funding range for Housing Credits. As such, Florida Housing is extending an invitation to credit underwriting. Section 42 of the Internal Revenue Code, as amended, requires Florida. Housing to make a determination of the amount of housing credits needed for the financial feasibility and viability of the Development tlu•oughout the credit period. The credit underwriter will perform this analysis of credit need. 1n addition, the credit underwriter wilt: evaluate the past performance of the Development Team, verify and validate information within the Application, perform other credit underwriting duties, and provide its findings and recommendation with a Preliminary Recommendation Letter, Based on this letter, Florida Housing may then issue a preliminary allocation of housing credits. Pursuant to Rule 67-48, Florida Administrative Code (FAC), you must respond to this invitation to enter credit underwriting within seven (7) calendar days from the date of this letter. If the signed Acknowledgment is not received by June 26, 2017 this Development will forfeit its opportunityto receive a Housing Credit Allocation. Upon receipt of the attached Acknowledgment indicating your willingness to enter credit underwriting, Florida Housing will send a copy of your Application to (the credit underwriter assigned to your Development). The Housing Credit underwriting fee is $11,883.00 and the Preliminary Recommendation Letter (PRL) fee is $1,545.00. They are both due and payable within seven days from the date of this letter. These fees do not include the cost of a market study. June 19, 2017 Mr. Swezy Please make the check payable and submit directly to: AmeriNat 5300 W. Cypress StrectSuite 261 Tampa, Florida 33607 All credit underwriting information required pursuant to Rule 67-48.0072 {FAC) must be submitted to the credit underwriter by close of business July 10, 2017. Failure to submit the required credit underwriting information or fees by the specified deadlines may result in withdrawal of this opportunity. Pursuant to RFA 2016-116, additional information must be submitted to the Corporation by close of business on the date specified in this invitation. The required information and submission deadlines are outlined on Exhibit A to this invitation. Failure to provide the required information by the stated deadline shall result in the withdrawal of the opportunity to enter credit underwriting. The Preliminary Recommendation Letter for this Development will be due to the Corporation no later than 12 weeks from this invitation to credit underwriting. If the deadline cannot be met, the Applicant must request an extension by submitting a written request and payment of the applicable processing fee to the Corporation. Pursuant to RFA 2016-116, the Development shall set aside a percentage of the ELI Set -Aside units as Link Units for Persons with Special Needs. At least one member of each Link unit's household shall be referred by a Special Needs Household Referral Agency (Referral Agency) with which the owner executes a Link Memorandum of Understanding (MOL) approved by the Corporation. The fully -executed MOU is due to the Corporation no later than nine (9) months from this invitation to credit underwriting. Requirements and procedures for the Link Strategy are outlined in Exhibit D of RFA 2016-116. Please be advised that the credit underwriter will be contacting you for an additional fee for a market study and, , if applicable, a Capital Needs Assessment Report which is to be conducted at the Developer's expense by disinterested parties. Pursuant to Section 42 of the IRC an acceptable comprehensive market study of the housing needs of low-income individuals in the area to be served by the Development is a requirement to obtain a housing credit allocation. A Carryover Allocation Agreement will not be issued to the Development until Florida Housing is in receipt of an acceptable market study. Please forward a completed IRS Form 8821 (enclosed) for each financial beneficiary of the Development, to Florida Housing, Attention: Lisa Nickerson, by July 3, 2017. Your Housing Credit recommendation is contingent upon receipt of these forms. Do not send these forms to the underwriter. Libby O'Neil will be your lead Program Manager for this Development, and Amy Garmon will be the backup. Please be sure to address any correspondence to Libby and Amy, if you have any questions, please do not hesitate to call the Housing Credit staff at 850/488-4197. Sincerely, /Y)Q& Melissa Levy, MAI Assistant Director of Multifamily Programs Enclosure cc: Libby O'Neill, Multifamily Programs Manager Mark Fredericks, AmeriNat make housing affordo6le- 0 XwoW.O 0 Hous.1 nZ5 227 North Bronough Street, Suite 5000 • Tallahassee, Florida 32301 uu850.488.4197 •Fax: 850.48$,9809 • myw.Aaridahausing.arg F i n a n c e C o r p o r a t i o n Via E-Mail April 24, 2017 Lewis V. Swezy Redland Crossings LLC 7735 NW 146 Street, Suite 306 Miami Lakes, FL 33016 Re: Redland Crossings (2016-163BS) Invitation to Enter Credit Underwriting RFA 2016-112 - SAIL Financing for the Construction of Work -force Housing in Miami -Dade County and Monroe County Dear Mr. Swezy; On February 3, 2017, Florida Housing's Board of Directors approved your application fora State Apartment Incentive Loan (SAIL), Multifamily Mortgage Revenue Bonds (NMM) and Non -Competitive Housing Credits (HC). As such, Florida'Housing is extending an invitation to enter credit underwriting for the programs mentioned above. For SAIL, this letter represents a preliminary commitment for a SAIL loan in an amount up to $7,488,000 ("Loan"). The Loan is subject to availability of funds appropriated and funded by the Florida Legislature. This funding would be contingent upon: 1. Borrower and Development meeting all requirements of RFA 2016-112 and all other applicable federal, state and FIIFC requirements; 2. A positive credit underwriting recommendation; 3. Availability of funds appropriated and funded by the legislature; and 4. Final approval of the credit underwriting report by the Florida Housing Board of Directors. Section 42 of the Internal Revenue Code, as amended, requires Florida Housing to make a determination of the amount of housing credits needed for the financial feasibility and viability of the Development throughout the credit period. The credit underwriter will perform this analysis of credit need. Pursuant to RFA 2016-112, the firm loan commitment must be issued within nine (9) months of the Applicant's acceptance to enter credit underwriting. Unless an extension is approved by the Corporation in writing, failure to achieve credit underwriting report approval and issuance of a firm loan commitment by the specified deadline shall result in withdrawal of the preliminary commitment. Applicants may request one (1) extension of up to six (6) months to secure a firm loan commitment. The Corporation shall charge Lewis Swezy Redland Crossings April 24, 2017 Page 2 of 4 a non-refundable extension fee of one (1) percent of each loan amount if the request to extend the credit underwriting and firm loan commitment process beyond the initial nine (9) month deadline is approved. If, by the end of the extension period, the Applicant has not received a firm loan commitment, then the preliminary commitment shall be withdrawn. The Corporation loans and other mortgage loans related to the Development must close within 120 Calendar Days of the date of the firm loan conunitment(s). Unless an extension is approved by the Board, failure to close the loan(s) by the specified deadline outlined above shall result in the firm loan commitment(s) being deemed void and the funds shall be de -obligated. Applicants may request one (1) extension of the loan closing deadline outlined above for a term of up to 90 Calendar Days. The Corporation shall charge an extension fee of one (1) percent of each Corporation loan amount if the Board approves the request to extend the loan closing deadline beyond the 120 Calendar Day period. In the event the Corporation loan(s) does not close by the end of the extension period, the firm loan commitment(s) shall be deemed void and the funds shall be de -obligated. By May 1, 2017, you must submit a check for $22,650, payable to Seltzer Management Group, Inc., the credit underwriter assigned to your development, the address listed below. Florida Housing will forward your Application submitted in response to RFA 2016-112 to the credit underwriter. Ben Johnson, Seltzer Management Group, Inc. 17633 Ashley Drive Panama City Beach, FL 32413 (850) 233-3616 A nonrefundable TEFRA Fee of $1,000 for the Corporation -issued MMRB is due to Florida Housing on the date listed above. This fee shall be applied to the actual cost of publishing required newspaper advertisements and Florida Administrative Register notices of TEFRA Hearings. In addition, the underwriter will contact you for an additional fee for a market study, appraisal and, if applicable, a Capital Needs Assessment Report which is to be conducted at the Developer's expense by disinterested parties as required by RFA 2016-112. Please acknowledge the credit underwriting assignment by returning the enclosed Acknowledgment (original) along with the TEFRA fee, and a copy of the check submitted to the credit underwriter by May 1, 2017, to the attention of Brantley Henderson, Assistant Director of Multifamily Programs at Florida Housing. Pursuant to Exhibit B of RFA 2016»112, you must provide the items listed on Exhibit A attached to this invitation to Florida Housing within the timeframes specified. Please forward a completed IRS Form 8821 (enclosed) for each financial beneficiary of the Development, to Florida Housing, Attention: Bill Cobb, by May $, 2017. Your Housing Credit recommendation is contingent upon receipt of these forms. Florida Housing looks forward to working with you and the development team to facilitate affordable housing in Florida. If you have any questions, please do not hesitate to contact me. Lewis Swezy Redland Crossings April 24, 2017 Page 3 of 4 Sincerely, Brantley Hend Assistant Director of Multifamily Programs Enclosure Cc: Heather Greene, Multifamily Programs Manager Karla Brown, Multifamily Programs Manager Eva Fambro-Price, Multifamily Programs Manager Bill Cobb, Multifamily Programs Manager Rachael Grice, Multifamily Programs Manager Jade Grubbs, Multifamily Programs Coordinator Melissa Levy, Assistant Director of Multifamily Programs Janet Peterson, Asset Management Systems Manager Tammy Bearden, Loan Closing Manager Kenny Derrickson, Assistant Comptroller Ben Johnson, Seltzer Management Group, Inc. Florida Housing Finance Corporation Credit Underwriting Report Orchid Estates State Apartment Incentive Loan Program ("SAIL") Extremely Low Income Gap Loan ("ELI"), and 4% Non -Competitive Housing Credits("HC") SAIL 1 ELI RFA 2014-111(2014-4375) and HC (2015-529C) Section A: Report Summary Section B: SAIL and ELI General Conditions, and HC Allocation Recommendation and Contingencies Section C: Supporting Information and Schedules Prepared by First Housing Development Corporation of Florida FINAL REPORT March 3, 2016 Housing Finance Authority of Miami -Dade County Credit Underwriting Report County Tax -Exempt Bonds La Joya Apartments Section A: Report Summary Section B: Bond Program Loan Conditions Section C: Supporting Information and Schedules Prepared by First Housing Development Corporation of Florida Final Report June 12, 2013 Miami -Dade County Department of Public Housing and Community Development Credit Under«ziting Report Miami -Dade Surtax and HOME funding La Joya Apartments Section A: Report Summary Section S: Supporting Information and Schedules Prepared by First Horsing Development Corporation of Florida Final Report December 12, 2013 7_1LDRIDA_ MUSING FINANCE GUK,rUKAUU1N JEB BusH Governor CESAR E. CALVET Chairman TERRY SANTINI Vice Chairman BOARD OF DIRECTORS WILLIAKi G. EVANs JACK MAXWELL. ZULLY Ruiz LYNN M. STuLTz ROBERT JAY TAYLOR SANDRA TERRY COLLEEN CASTILLE Ex Officio ORLANDO J. CABRERA -xecutive Nfector . October 14, 2003 Mr. Lewis Swezy Pembroke Villas Apartments, Ltd. 5709 Northwest 158' Street Miami Lakes, Florida 330.14 Re: Pembroke Villas Apartments 1 #2002-512C Dear Mr. Swezy: Enclosed please find the Final Allocation Certificate and IRS Forms (Form 8609), which grant an allocation of housing credits for the above -referenced development in the amount of $492,368.00. Please review the documents immediately. If you have any concerns relating to the final allocation, call Bill Cobb at (850) 488-4197 before October 28, 2003. Should you have any other questions regarding the above -referenced Development or the Housing Credit Program, please do not hesitate to contact Mr. Cobb. Sincerely, G. Buswell Credit Program CGB/jm Enclosures ?1 j`iUF.iII vI:J„JJ6H SIREEI SUITE 5000 = 1ALLAIIASSEE, tLURILIA 37301-1329 ' io50f 4"i -d19 (,SUj `im5 )"09 tAi 1:'Eti�i7t: l:",1"1 .FEufIlUr1 i�USY C.uF.� z 0 EXECUTION COPY #3397 TRUST INDENTURE By and Between HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY (FLORIDA) and THE BANK OF NEW YORK as Trustee Dated as of July 1, 2001 Pertaining to $14,200,000 HOUSING FINANCE AUTHORITY OF MLkMI-DARE COUNTY (FLORIDA) MULTIFAMILY MORTGAGE REVENUE BONDS, SERIES 2001.3A (MIAMI STADIUM APARTMENTS) �_Gf E $1,705,000 HOUSING FINANCE AUTHORITY OF MIAMI -DARE COUNTY (FLORIDA) TAXABLE MULTIFAMILY MORTGAGE REVENUE BONDS, SERIES 2001-35 (MLAMI STADIUM APARTMENTS) No. 1 MAR. 3, 2003 11 : Fa5N i FHFR HISNG DF -V No. 043 P.2/12 F LUNI A FINAL ALLOCATION CERTIFICATE 1I0USING CREDIT PROGRAM )Ec $u5H GOYemor RO9rXjAV TAVLOR The Florida Housing Finance Corporation ("Florida Housing") grants to Chairman ykt„ANPO J. CrAnSM COUNTRY CLUB VILLAS, LTD. ("ApplicanV vfca Chafnmarl BOAROOf DIRECTOFM CtSAR CALM for WILLIA10 G. GYANS )ACK MAMU ZuLLY Rum TERAY Swnpl COUNTRY CLUB VILLAS APARTMENTS ("Development") SMDMTEMV STEY€N SEMMT Ex o{fldn Unincorporated Miami -Dade County, Florida MAKKtmLAH �t �� Qlr�ror Application Number: 2000-5430 Taxpayer Identification Number; 65,0875728 Allocation for 2000 Housing Credits in the amount of: $753,906.00 This Allocation is granted under the Hauling Credit Program, pursuant to program guidelines as outlined in Rule 57-48, Florida Administrative Code. The Corporation is solely responsible for the allncataon of housing credits and is not deemed to be granting housing credits. Only the Department of Treasury possesses the authority to grant housing credits. Mark Kaplan Executive Director October 17, 2002 ___ - ( 301-1329 (860) 48x.4197 a (850) 48a-9 Ax 227 Nonni BRONOuOm 5 -mer, SIM 5400 0 TAU AHASS , F�OFUPX 32 r 6 Check the hox that describes the allocation for the u ng a 0 lrfowly constructed and federalty subsidized b 13 Newsy constructed and not federally sttbsldlzed c ❑ Existing building d ❑ See, 4x a rehabilitation UPendltures federa0 subsidlied e ❑ Sec. 42(e) rehabliltation ex andltures not federa subsldlzod undtt par*Afar of paQWy.I decWa that the artodrw and pafar U; M�pioypbo s duo ogre ndur P z til pia Ntlelnar nevtnva Code, end [hair Weaxetr[k,ad Part I or tNk form and to Lne bas[ or My imw•deo9 k Kaplan, Executive Director October 17, 2002 oft alor sirprDl3x� Ml�Eaf .. Elaine fPkasa p 1+B or pfkN) . •tl�ta .... First -Year Certification --Completed by Building Owner for First Year of Credit Period Only in pate building placed in service ... �....�__..... • b Eligible basis of building (see instructions) 1b 0a Original qualified basis of the building at close of first year of credit.period• . • • • , t3a b Are you treating this building as part of $ multlpie building project for purposes of section 42 (see ❑ Yes ❑ No frratructions)? . . . . . . . . . . . . . . . . . . 83 If pax Ba or box 6d Is checked, do you elect to reduce eligible basis under section 420(2}(4)?. . , ❑ Yes ❑ No b Do you elect to reduce eligible basis by disproponionaw casts of nen-low-income units (section 42fd)OP . ❑ Yes � No io Check the appmpriaw box for each election, a meet to begin credit period the first year after the bttllding is placed in service (section 42(Qtl)) ❑ Yes El yes❑ No b Elect not to treat large partnership as taxpayer (section 42{x(5)) . c Rect rpinirrium set-aside requirement (section 42(�) (see Instructions) Q AZO -50 Q 40.60 ❑ 15-40(N.YL, Only) d Elect dee rete skewed o ect (section 142(d)(4)(a)) (see Instructions) . . . , {Vote, A separate Schedule R (Form 8509), Annual Stetment, for each bulidIng must be aaached to the ewespondrng Forrn 8608 for each yor of the f5 year compliance pariod, Caution, Read the Instrucdons under Signature (p4gE 4) before signing this 1301. under pnnaiiies of podury, t declare that the above b[nidng contlnu©s to qualify a$ a part of a qualified low -Income housing pitied anti meets tho requirerri6f5t•s or inter o R9ymm Code section 42 Arid that die goallMd basis of tha building has * ❑ has Rot k ❑ detrpasad for this lox yoMr. I have examined this form and anacirrttems, and to the best of my MaWedge and palter. they are true, cermet, and complete. �........................S4gnel,ae.............._......_ ............-7axppyortdaptlllcaQo�tnujnlDAf.......... ......... 'Dasa - ................................................ ftanx release riot[ or przr0 Farm B609 (Rev. 1-20qFor paperwork Reduction Act Notice, see page 4• Cao. Na, 689altr e°`" Allocation CertificatioR Irt6.•. Ja x�aly 20001 D-P,l �an�[ Do not �i1[� saparatety, trig building aurn€�r Must attach Forr� ��a6, p'�F€7r�2�i Fort;, 0600. End Schedule A {Fehr 0603) to Its F®daral trr_M11 Sax rattrri , 9 �r Qfmi�or,u pIIra ctu�=nt � M0 (,t SWI-CASWI-CAa Allocation or Cr'edlt—Campleted by Housing Credit Agency OMY Check ijs Addition to CtuAl�ied Beyis ❑ Amended Felm A Astdrosi or ttutrWng tda fib[ liar ils[NGi0i5S) 6 Njima and a cams of hauslrg crWit Launq Florida Kisusing Finance Corporatiarr Country Club Villas Apartrrtent� 221 N. Bronough StMat, Stl t MOO 48255 }1W T3 Avenue Tallahassee, FiarEda s23o1-1a2s l+dlamt, Florida 63815 C Hama, address, and TIN or dufEdlnS owner ractivi+tg attacadon D F.mpiojw Idantitftetlon re4mtter or agency Country Club Villas, . 58-34G 1398 WL hi 5709 Northwasst'15B1h Street t: eet)ding idtnovfcadnn nurrAW WIN North Miami, ttorift 53014 F1.00.54301 Date 81(3c800r) b tt Maximum housing cfedlt dollar a[ttount allowable in of .._.�._,.L__---.,,_ S Maximiiin applicable credit percentage allowable , , , . . . . . . . . !11704s.o0 237.00 3a Maximum quallfied basis . . . . • . . . . . . . . ' b Check here 0.0 it the eligible basis used In tate cumputetlon or line 3a was increased under k the high•cest area provisions of section 42(d)(5)(C). Enter the percentage to which the eligible % basis was increased (see instructions) , , . . • . . . . , . . • basis financed by tax-exempt bonds. (if zero, enter 58.00 °1a 4 Percentage of the aggregate 12 1� 72 spate building placed In service . , . . , b Itdl {check ane only) 6 Check the hox that describes the allocation for the u ng a 0 lrfowly constructed and federalty subsidized b 13 Newsy constructed and not federally sttbsldlzed c ❑ Existing building d ❑ See, 4x a rehabilitation UPendltures federa0 subsidlied e ❑ Sec. 42(e) rehabliltation ex andltures not federa subsldlzod undtt par*Afar of paQWy.I decWa that the artodrw and pafar U; M�pioypbo s duo ogre ndur P z til pia Ntlelnar nevtnva Code, end [hair Weaxetr[k,ad Part I or tNk form and to Lne bas[ or My imw•deo9 k Kaplan, Executive Director October 17, 2002 oft alor sirprDl3x� Ml�Eaf .. Elaine fPkasa p 1+B or pfkN) . •tl�ta .... First -Year Certification --Completed by Building Owner for First Year of Credit Period Only in pate building placed in service ... �....�__..... • b Eligible basis of building (see instructions) 1b 0a Original qualified basis of the building at close of first year of credit.period• . • • • , t3a b Are you treating this building as part of $ multlpie building project for purposes of section 42 (see ❑ Yes ❑ No frratructions)? . . . . . . . . . . . . . . . . . . 83 If pax Ba or box 6d Is checked, do you elect to reduce eligible basis under section 420(2}(4)?. . , ❑ Yes ❑ No b Do you elect to reduce eligible basis by disproponionaw casts of nen-low-income units (section 42fd)OP . ❑ Yes � No io Check the appmpriaw box for each election, a meet to begin credit period the first year after the bttllding is placed in service (section 42(Qtl)) ❑ Yes El yes❑ No b Elect not to treat large partnership as taxpayer (section 42{x(5)) . c Rect rpinirrium set-aside requirement (section 42(�) (see Instructions) Q AZO -50 Q 40.60 ❑ 15-40(N.YL, Only) d Elect dee rete skewed o ect (section 142(d)(4)(a)) (see Instructions) . . . , {Vote, A separate Schedule R (Form 8509), Annual Stetment, for each bulidIng must be aaached to the ewespondrng Forrn 8608 for each yor of the f5 year compliance pariod, Caution, Read the Instrucdons under Signature (p4gE 4) before signing this 1301. under pnnaiiies of podury, t declare that the above b[nidng contlnu©s to qualify a$ a part of a qualified low -Income housing pitied anti meets tho requirerri6f5t•s or inter o R9ymm Code section 42 Arid that die goallMd basis of tha building has * ❑ has Rot k ❑ detrpasad for this lox yoMr. I have examined this form and anacirrttems, and to the best of my MaWedge and palter. they are true, cermet, and complete. �........................S4gnel,ae.............._......_ ............-7axppyortdaptlllcaQo�tnujnlDAf.......... ......... 'Dasa - ................................................ ftanx release riot[ or przr0 Farm B609 (Rev. 1-20qFor paperwork Reduction Act Notice, see page 4• Cao. Na, 689altr TORIDA HOUSING FINANCE CORPORATION FINAL ALLOCATION CERTIFICATE HOUSING CREDIT PROGRA 1 JEB Busa Governor CHARLES H. LYDECKER Chairman The Florida Housing Finance Corporation ('Florida Housing") grants to RENE DiAz PE VILLEGAS 'mice Chairman PEMBROKE PARK AFFORDABLE HOUSING, LTD. ("Applicant") BoARDORDi mops STEPHANIE 13AL1)WiN RICHARD AIARTIN JACK 111A.XWELL for CINDY AtEYER-1VUB TERRY SANma RoBERT JAY TAYLOR STEVEN SEIBERT PEMBROKE PARK APARTMENTS (the "Development") Ex officio Pembroke Park, Broward County, Florida Application Number: 1999-522C Taxpayer Identification Number: 65-0774348 Allocation for 1999 Housing Credits in the amount of: $693,018.00 This Allocation is granted under the Housing Credit Program, pursuant to program guidelines as outlined in Rule 67-48, Florida Administrative Code. The Corporation is solely responsible for the allocation of housing credits and is not deemed to be granting housing credits. Only the Department of Treasury possesses the authority to grant housing credits. Mark Kaplan Executive Director November 20, 2000 227 North Bronough Street, Suite 5000 • Tallahassee, Florida 32301-1329 • 850-488-4197 Fax: 850-488-9809 Form 8609 Low-income Housing Credit OMB No. 1545-0986 {Rev. January 2000) Allocation Certification Deparunent or the Treaswy b Do not rile separately. The building owner must attach Form 8586, Attachment Internal Revenue service Form 8609, and Schedule A (Form 8609) to its Federal income tax return. Sequence No. 36 Allocation of Credit—Compieted by Housing Credit Agency Only Check if: ❑ Addition to Qualified Basis ❑ Amended Form A Address of building (do not use P. O. box)(see instructions) B Name and address of housing credit agency Pembroke Park Apartments Florida Housing Finance Corporation 3507 SW 52nd Avenue 227 N. Bronough Street, Suite 5000 Pembroke Park, Florida 33023 Tallahassee, Florida 32301-1329 C Name, address, and TIN of building owner receiving allocation D Employer identification number of agency Pembroke Park Affordable Housing, Ltd. 59-3451366 5709 NW 158th Street, Building 46 E Building identi Miami Lakes, Florida 33014 identification number (BIN) 65 0774348 FL99-52201 ' TIN 1s .................... to Date of allocation 0- _...�-------------, b Maximum housing credit dollar amount allowable lb $45,501.00 2 Maximum applicable credit percentage allowable . . . . . . . . . . . . . 2 3,58% 3a Maximum qualified basis _ 3a $1,270,957.98 b Check here I► ❑ if the eligible basis used in the computation of line 3a was increased under_f ; the high-cost area provisions of section 42(d)(5)(C). Enter the percentage to which the eligible basis was increased (see instructions) . . . . . . . . . . . . . . . . . . 3b 1 3- Q % 4 Percentage of the aggregate basis financed by tax-exempt bonds. (If zero, enter -0-.) 4 55.61 % 5 Date building placed in service . . . . . . . . . . . . . . •--••---..._.... r's� .rte.-_ - 6 Check the box that describes the allocation for the building (check one only): a ® Newly constructed and federally subsidized b ❑ Newly constructed and not federally subsidized c ❑ Existing building d ❑ Sec. 42(e) rehabilitation expenditures federal!subsidized e ❑ Sec. 42(e) rehabilitation expenditures not federally subsidized Under penalties of perjury, I declare that the allocation made is In compliance with the requirements of section 42 of the Internal Revenue Cade, and that I have examined Part I of this form and to the best of my knowledge and belief, the information is true, correct, and complete. Mark Kaplan, Executive Director November 20, 2000 --••----_- 1 --------------- - - '--------• --•---•--•-- SEgnature of authorized official Name (please type or print) date First -Year Certification—Completed by Building Owner for First Year of Credit Period Only 7a Date building placed in service )* ___- ....... b Eligible basis of building (see instructions)7b Ba Original qualified basis of the building at close of first year of credit period . . . . . . . 8a b Are you treating this building as part of a multiple building project for purposes of section 42 (see instructions)? . . . . . . . . . . . . . . . . . . . . . . . . . . . . ElYes ❑ No 9a If box 6a or box 6d is checked, do you elect to reduce eligible basis under section 42(i)(2)(B)?, . . ❑ Yes ❑ No b Do you elect to reduce eligible basis by disproportionate costs of non -low-income units (section 42(4)(3))? ❑ Yes ❑ No 10 Check the appropriate bok for each election: a Elect to begin credit period the first year after the building is placed in service (section 42(0(1)) ❑ Yes ❑ No b Elect not to treat large partnership as taxpayer (section 420)(5)) . . . . . . . _ ❑ Yes c Elect minimum set-aside requirement (section 42(g)) (see instructions) ❑ 20-50 ❑ 40-60 ❑ 25-60 (N.Y.C. only) d Elect deep -rent -skewed project (section 142(d)(4)(13)) (see instructions) . . ❑ 15-40 Note: A separate Schedule A (Form 8609), Annual Statement, for each building must be attached to the corresponding Form 8609 for each year of the 15 year compliance period. Caution: Read the instructions under Signature (page 4) before signing this part. Under penalties of perjury, I declare that the above building continues to qualify as a part of a qualified low-income housing project and meets the requirements of Internal Revenue Code section 42 and that the qualified basis of the building has ► ❑ has not lio- ❑ decreased for this tax year. i have examined this form and attachments, and to the best of my knovrledge and belief, they are true, correct, and complete, f ------•-------- --------------ue-•----------- e SignaN � Taxpayer identification number � � Date / --•- --------- ............................... Name {please type or print) For Paperwork Reduction Act Notice, see page 4. Cat No. 63981U Form 8609 (Rev. 1-20oa) Activities Log CHANES LAKES APARTMENTS ON-SITE HEALTH CARE, Health Fair 1 04/22/2016 Health Fair :2 - . 04/30/2016 DAY CARE i -WELFARE TO WOR/{%SELF°SUFFICIENCY PROGRAM Valentine's Day Par 02/13/2016 Easter Par 03/26/ 2016 Mother's Da Par 05 06 2016 ;.:. '.:-.-:-pool:partyi :.-:09/03/2016 Crime Watch Meeting 10/22/2016 Halloween fAttk10/.31/2016 2016 Holida Parties 11/22/2016 Chi istmasP..al ry. `: 12/27/2016 ON-SITE HEALTH CARE, Health Fair 1 04/22/2016 Health Fair :2 - . 04/30/2016 DAY CARE i -WELFARE TO WOR/{%SELF°SUFFICIENCY PROGRAM Claves lakes Apart Grad your baskets for some (Easter fun.. . We're searching. for eggs, for every Cast one! Saturday, March 26", 2016 Location: Playground From 4:00 pm to 6.0011m B.' Mother's Day Party LOCATION: Club House DATE:05/06/2016 HOUR: 12:OOPM - 2:OOPM Ifle susim! is nwr,,t, thugh ivater is cool, Come join us as we party in our poon. Saturday, September 311, 2016 From IIS,, to 3:00 PH Food, refreshments, music, dames and prizes will be ol[ered. El I �✓ T!"!"!IIIII Illiq 111' pi q Hosted by the Hallandale Police Department Please join us, let's work together to keep our community sale. Date: Saturday, October 22"', 2016 Time: 5:0o Pm — d:oo Pm Location: Chaves Lakes Apts Club House Beverages and snacks will be ollered �,haves Lakes Apartments Halloween LOCATION: Club House DATE: 10/31/2016 HOUR: SPM - 7PM SHOW OFF YOUR COSTUMV! X11 LOCATION: Club House DATE: 11/22/2016 HOUR: SPM - 7PM 'hr'stmas ty 7 Ives Lakes Apartments 201 NW 8M AVE Hallandale Beach, FL. 33009 Iva Friday, April 2 2, 2 01 G Humana family will be joining us for this event. We will have blood pressure testing, HIV testing, vision testing and fluoride treatment for the children. THIS EVENT WILL BE FREE FOR ALL OUR RESIDENTS AND REFRESHMENTS WILL BE SERVED Chaves Lakes Apartments 201 NW 8T11 AVE Hallandale Beach, FL. 33009 Saturday, April 30, 2016 Humana family will be joining us for this event. We will have blood pressure testing, HIV testing, vision testing and fluoride treatment for the children. THIS EVENT WILL BE FREE FOR ALL OUR RESIDENTS AND REFRESHMENTS WILL BE SERVED A \k Chaves Lakes A"artments F kl- 201 NW 811, Ave Hallandale Beach, Fl. 33009 Chaves Lakes Apartments offers financial help with child care services of 20% weekly reimbursement within a 1 mile radius, The participating schools are: Hallandale Elementary Renee's Day Care Learning Care Center Thank you, Management 71 i Centennial 11anagentent Corp 7735 YJV 146 Street, Suite 306 Alliami Lakes, Fl 33016 305-821-0330 August 14, 2017 Michael Simon Executive Director Boynton Beach CRA 710 North Federal Highway Boynton Beach, F133435 Re: Ocean Breeze East — Intent to Purchase Property Dear Michael: Centennial Management Corp hereby confirms its intend to purchase land owned by the Boynton Beach CRA known as Ocean Breeze East, located at 700 N. Seacrest Boulevard, Boynton Beach, Florida, consisting of approximately 4.32 acres of land and further described in the Legal Description attached as Exhibit B hereto. We further confirm our willingness to execute a Purchase and Development Agreement as set forth in this RFP/RFQ within ninety (90) days of selection if selected. We are submitting four (4) Letters of intent each of which has a unique offered land purchase price. The Letters of Intent are attached as Exhibit A. Following is a brief summary of each option: Option. Centennial Management offers to purchase the property for $800,000. No TIRF funding requested No Competitive Funding Award Contingency Immediate Closing Commitment to apply yearly for 10 years to FHFC for Affordable Housing funding BBCRA option to buy back BBCRA option to switch to Option 4 anytime (see below) Option 2 Centennial Management offers to purchase the property for 51,400,000. No TIRF funding requested Contingent upon award of 9% Tax Credits from Florida Housing Finance Corp Option 3 Centennial Management offers to purchase the property for $800,000. No TIRF funding requested Contingent upon award of SAIL Loan from Florida Housing Finance Corp Option 4 Centennial Management offers to purchase the property for $1,000. TIRF funds in the amount of $350,000 per year for 15 years required No Competitive Funding Award Contingency Note: Options 2 and 3 would be included under one Purchase and Development Agreement. Option 1 may be converted to Option 4 at any time at the discretion of BBCRA. Each Option is described in further detail in the four Letters of Intent attached, and a development and operating pro forma for each Option are provided under Item 7 of our submittal. We would like to emphasize that we are willing to modify any of these Options to reflect feasible alternatives desired by the BBCRA. For instance, additional units could be achieved with additional TIRF funds. We are very excited about the opportunity to work together with the BBCRA to achieve CRA goals and create the best possible community at Ocean Breeze east. Sincerely, it Le s /S ezy P/si of August 14, 2017 Centennial Management Corp. 773511Wr 146 Street, Shite 306 Miand Lakes, F133016 (305) 821-0330 Fax (305) 821-0402 LETTER OFINTENT TO PURCHASE REAL PROPERTY OPHON #1— Immediate Closing Michael Simon, Executive Director Boynton Beach Community Redevelopment Agency 710 North federal Hwy Boynton Beach, F133435 Property: Ocean Breeze East 700 North Seacrest Blvd, Boynton Beach, Fl Parcels 08-43-45-21-10-001-0010 and 08-43-45-21-00-000-0021 Dear Michael: We are pleased to present this Letter of Intent to purchase the above referenced property all cash with no funding contingencies and immediate closing. We are willing to make an immediate investment in the redevelopment of Boynton Beach to the benefit of the City of Boynton Beach and its residents. In other words, we are willing to "put our money where our mouth is." Closing right away is most advantageous to the City: 1. Start collecting property taxes right away 2. Tune over the property maintenance and carrying cost to us right away 3. Take away uncertainty about Ocean Breeze East With over 30 years of affordable housing development and property management experience in South Florida, Centennial Management Corp (CMC) has the expertise to maximize affordable housing development and funding opportunities to best serve the community. Option 91 is summarized as follows: - Purchase Price: $800,000 - City Contribution: $551,000 (approximately) - Utility Connection Waivers: $247,303 - Building Permit Waivers: None - Impact Fee Waivers: None - Annual TIRF Investment: None - Closing Conditions: Good and Marketable title Centennial Management's Obligations: a CMC shall each of the next ten (10) years apply to Florida Housing Finance Corp (FHFC) for 9% Housing Credits and/or SAIL funds as may be available each year • Once 9% Tax Credits or SAIL funds are awarded, CMC will develop and manage 100 affordable housing rental apartments comprised of 1, 2 and 3 bedroom floor plans restricted to Area Median Income (AMI) set forth in SAIL and HC RFAs. • The development will provide a club house and community room along with pool, exercise facilities and other amenities. • No City fiends would be disbursed until construction is underway. • Tax exempt bonds and 4% non-competitive tax credits are awarded along with SAIL funds. • If neither SAIL nor 9% HC is awarded to CMC during the next 10 years, then CMC may after the 10 years pursue market rate options as well, and there shall be no further obligations between the CRA and CMC. • CMC will pursue other gap funding options such as a $1 Million HOME loan RFA soon to be issued by Palm Beach County Department of Economic Sustainability • CMC will pursue the County's Impact Fee Affordable Housing Assistance Program which currently has close to $100,000 available for road impact fee assistance in the zone where Ocean Breeze East is located. • CMC will work with the City in pursuit of hiring Boynton Beach businesses and residents for construction and permanent employment. • CMC will work with the City to help persuade FHFC to introduce a Workforce SAIL RFA for Palm Beach County The CRA's Obligations: • The CRA shall commit the required Local Government Contribution as may be required for CMC's applications to qualify for maximum points under Local Government Area of Opportunity. • The CRA shall commit the same amount to CMC for SAIL applications as well. The CRA/City will waive utility connection fees CRA's Option to Fund • If, at any time during the 10 years of applying to FHFC no 9% HC or SAIL funds have been secured, the CRA may at its sole discretion, choose to provide a Ioan of about $1.3 million (to cover the land cost already paid by CMC plus additional $500,000) plus $350,000 in TIRF funds annually for 15 years. City funding is to be adjusted upward to reflect higher cost of construction at that time. • CMC would then start development and construction expediently. We are ready to present our proposals to the Board with short notice. We look forward to hearing from you. Sincerely, Lewis Swed- President' 305-720-33,�Q August 14, 2017 Centennial Management Coip. 7735 NfV 146 Street, Suite 306 Miami Lakes, F133016 (305) 821-0330 Fax (305) 821-0402 LETTER OF INTENT TO PURCHASE REAL PROPERTY OPTION #2 -- 9% Housing Credits (HC) Michael Simon, Executive Director Boynton Beach Community Redevelopment Agency 710 North federal Hwy Boynton Beach, Fl 33435 Property: Ocean Breeze East 700 North Seacrest Blvd, Boynton Beach, F1 Parcels 08-43-45-21-10-001-0010 and 08-43-45-21-00-000-0021 Dear Michael: We are pleased to present this Letter of Intent to purchase the above referenced property for $1,400,000 subject to 9% HC Funding. With over 30 years of affordable housing development and property management experience in South Florida, Centennial Management Corp (CMC) has the expertise to maximize affordable housing development and funding opportunities to best serve the community. Option 42 is summarized as follows: - Purchase Price: $1,400,000 - City Contribution: $551,000 (approximately) - Utility Connection Waivers: $279,469 - Building Permit Waivers: None - Impact Fee Waivers: - None Annual T1RF Investment: None - Closing Conditions: Good and Marketable title and award of 9% HC Centennial Management's Obligations_ • CMC shall apply to Florida Housing Finance Corp (F11FC) for 9% Housing Credits and/or SAIL funds as may be available each year • Once 9% Tax Credits are awarded, CMC will develop and manage 123 affordable housing rental apartments comprised of 1, 2 and 3 bedroom floor plans restricted to Area Median Income (AMI) set forth in HC RFAs. The development will provide a club house and community room along with pool and exercise facilities and other amenities. • CMC will pursue other gap funding options such as a $1 Million HOME loan RFA soon to be issued by Palm Beach County Department of Economic Sustainability m CMC will pursue the County's Impact Fee Affordable Housing Assistance Program which currently has close to $100,000 available for road impact fee assistance in the zone where Ocean Breeze East is located. • CMC will work with the City in pursuit of hiring Boynton Beach businesses and residents for construction and permanent employment. • CMC will work with the City to help persuade FHFC to introduce a Workforce SAIL RFA for Palm Beach County The CRA's Obligations: • The CRA shall commit the required Local Government Contribution as may be required for CMC's applications to qualify for maximum points under Local Government Area of Opportunity. • The CRA/City will waive utility connection fees We are ready to present our proposals to the Board with short notice. We look forward to hearing from you. Sincerely, 50 1 August 14, 2017 Centennial Management Corp. 77351VI1' 146 Street, Suite 306 Miami Lakes, Fl 33016 (305) 821-0330 Fax (305) 821-0402 LETTER OF INTENT TO PURCHASE REAL PROPERTY OPTION #3 — SAIL Loafs Michael Simon, Executive Director Boynton Beach Community Redevelopment Agency 710 North federal Hwy Boynton Beach, F133435 Property: Ocean Breeze East 700 North Seacrest Blvd, Boynton Beach, F1 Parcels 08-43-45-21-10-001-0010 and 08-43-45-21-00-000-00.21 Dear Michael: We are pleased to present this Letter of Intent to purchase the above referenced property for $800,000 subject to FHFC SAIL loan funding. With over 30 years of affordable housing development and property management experience in South Florida, Centennial Management Corp (CMC) has the expertise to maximize affordable housing development and funding opportunities to best serve the community. Option 43 is summarized as follows: - Purchase Price: $800,000 - City Contribution: $551,000 (approximately) - Utility Connection Waivers: $247,303 - Building Permit Waivers: None - Impact Fee Waivers: None - Annual TIRF Investment: None Closing Conditions: Good and Marketable title and award of SAIL loan Centennial Management's Obligations: • CMC shall apply to Florida Housing Finance Corp (FHFC) for 9% Housing Credits and/or SAIL funds as may be available 0 Once SAIL funds are awarded, CMC will develop and manage 108 affordable housing rental apartments comprised of 1, 2 and 3 bedroom floor plans restricted to Area Median Income (A 41) set forth in HC RFAs. The development will provide a club house and community room along with pool and exercise facilities and other amenities. 0 4% Tax Credits and Tax Exempt Bond funding will be available along with SAIL funds • CMC will pursue other gap funding options such as a $1 Million HOME loan RFA soon to be issued by Palm Beach County Department of Economic Sustainability • CMC will pursue the County's Impact Fee Affordable Housing Assistance Program which currently has close to $100,000 available for road impact fee assistance in the zone where Ocean Breeze East is located. • CMC will work with the City in pursuit of hiring Boynton Beach businesses and residents for construction and permanent employment. • CMC will work with the City to help persuade FHFC to introduce a workforce SAIL RFA for Palm Beach County The CRA's Obligations: • The CRA shall commit about $551,000 to CMC's SAIL loan applications. • The CRA/City will waive utility connection fees We are ready to present our proposals to the Board with short notice. We look forward to hearing from you. ,, Sincerely, i resid nt 305- 20-3350 August 14, 2017 Centennial Management Corp. 7735 NYIr 146 Street, Suite 306 1liami Lakes, F133016 (305) 821-0330 Fax (305) 821-0402 LETTER OF INTENT TO PURCHASE REAL PROPERTY OPTION #4 — CRA Funds Michael Simon, Executive Director Boynton Beach Community Redevelopment Agency 710 North federal Hwy Boynton Beach, F133435 Property: Ocean Breeze East 700 North Seacrest Blvd, Boynton Beach, F1 Parcels 08-43-45-21-10-001-0010 and 08-43-45-21-00-000-0021 Dear Michael; We are pleased to present this Letter of Intent to purchase the above referenced property for $10.00 subject to no competitive funding applications or lottery scenarios. With over 30 years of affordable housing development and property management experience in South Florida, Centennial Management Corp (CMC) has the expertise to maximize affordable housing development and funding opportunities to best serve the community. Option 93 is summarized as follows: - Purchase Price: $10.00 - City Contribution: $1,000,000 - Utility Connection Waivers: $247,303 - Building Permit Waivers: None - hapact Fee Waivers: None - Annual TIRF Investment: $350,000 - Closing Conditions: Good and Marketable title Centennial Mana ement's Obligations: • CMC will develop and manage 108 affordable housing rental apartments comprised of 1, 2 and 3 bedroom floor plans restricted to 60% of Area Median Income (AMI). The development will provide a club house and community room along with pool and exercise facilities and other amenities. • CMC shall secure 4% Tax Credits and Tax Exempt Bond funding • CMC will pursue other gap funding options such as a $1 Million HOME loan RFA soon to be issued by Palm. Beach County Department of Economic Sustainability o CMC will pursue the County's Impact Fee Affordable Housing Assistance Program which currently has close to $100,000 available for road impact fee assistance in the zone where Ocean Breeze East is located. • CMC will work with the City in pursuit of hiring Boynton Beach businesses and residents for construction and permanent employment. The CRA's Obligations: • The CRA shall commit $1,000,000 to the development. i The CRA shall commit $350,000 per year for 15 years to the development The CRA/City will waive utility connection fees We are ready to present our proposals to the Board with short notice. We look forward to hearing from you. Sincerely, j% Lewis SW P/ �d�t 30720-3350 i ATTACHMENT "E" Authorization to Perform Credit Check For Principal/Owner: Lewis Swezy (Please use a separate form for each principal/owner) The Proposer hereby consents to and authorizes the Boynton Beach Community Redevelopment Agency's ("CRA") investigation into the credit worthiness of the Proposer. Such consent and authorization is given with respect to any and all persons who may conduct an investigation of the applicant's credit worthiness on behalf of the CRA, including independent contractors and credit 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 against the CRA by reason of any credit investigation made pursuant to applicant's consent and 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: Lewis Swezy Date of Birth: October 9, 1957 Current Home Address: 927 Hillsboro Mile, Hillsboro Beach, FI 33062 Previous Home Address: 1817 SE 7 Street, Ft. Lauderdale, FI 33316 Email: Iswezy@centennialmgt.cc Signature: #: 305-821-0330 305-720-3350 ON40203-1 Page 15 of 16 08/14/17 ATTACHMENT "F" Authorization to Perform Credit Check For Business: The Proposer hereby consents to and authorizes the Boynton Beach Community Redevelopment Agency's ("CRA") investigation into the credit worthiness of the Proposer. Such consent and authorization is given with respect to any and all persons who may conduct an investigation of the applicant's credit worthiness on behalf of the CRA, including independent contractors and credit 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 against the CRA by reason of any credit investigation made pursuant to applicant's consent and 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): Centennial Management Corp Current Business Address: 7735 NW 146 Street, Suite 306, Miami Lakes, Fl 33016 Federal Tax ID# 71-0885462 Phone #I: 305-821-0330 Signature: Title: President State of Incorporation: Florida 04846203,1 Page 16 of 16 305-821-0402 08/14/2017 Cezztenrtial )llcztzageiiiezzt Cozp 7735 ATW 146 Street, Suite 306 Ifiazrzi Lakes, E133016 305-821-0330 August 14, 2017 Michael Simon Executive Director Boynton Beach CRA 710 North Federal Highway Boynton Beach, F133435 Re: Ocean Breeze East -- Understanding the RFPMYQ Dear Michael: I hereby attest that we have read and understand all procedures of this RFPIRFQ. ATTACHMENT "©" CERTIFICATION OF DRUG FREE WORKPLACE PROGRAM I certify the firm of Centennial Management Corp responding to this RFPIRFQ 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. (2) We inform employees about the dangers of drug abuse in the workplace, the company's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. (3) We give each employee engaged in providing the commodities or contractual services included in this RFPIRFQ 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 RFPIRFQ, 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 assistance or rehabilitation program if such is available in the employee's community, by any 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 sta epnent, I certify that this firm complies fully with the above requirements. Authorized Signature: %' ' Z/ X Date 0$114/2017 Name & Title ( OW4D203-1 Page 14 of 16 (01 O A O O A O O A O diO Z w w O � N d N W E Q RU m c c m U m r w in c O w U • Z O A O O A O O A O diO Z • 11 • N u N ur. N O N u v 71 w •� o � v U � v � o u , �+ '1 N O bA � v � w 5 � � � O •� � 0 � � � v 71 O 4-1 71 va > o:� O z+ O U i o � Q. +, � O U �U U al N N +�-+ N 4-j �° r�C7 M a° ou N u ur. N N w •� o � v v w 5 � � � O •� � 0 � � O O 4-1 va > o:� � U o � Q. +, � O U �U U al LU U z W oc ^W r) X LU H Z LU 2 LU a z Q CD z 0 a 0 0 O H .O CJ cn � � 0 a� ����_ :Cd to xo�x�ox�000�x x 0 x � w w a w Cd V U a Cd C C a c °Cd' w w cd w a w w w w C aCj o o o o � _ a cd o a� cn cn C.g cn c cd cn �.cn a cd >> Cd a Cd cd o � � � o � o a� a� o o a� cd B 0 8 10 13 0 l3um }�} \- \�\ \ • \} � \ \� ., < >% � � t � � \ 13 0 l3um �/ 0 IJ6 10 E 0 -u a 0 E § �\ ` \\\ : 30 0 0 > 0 10 �t 000 FA Of QT < �/ 0 IJ6 I LO a I r� .o a cn 0 u �' U 0 L 0 U cn cn 0 v cn v O cp 0 U U o � o � v ch � u �-o c haw aA 1.4 .�4-j �4-j v r� .o a cn 0 u �' U 0 L 0 U cn cn 0 v cn v O cp 0 U U o � o � v ch N 7 V � N •V � V � O a o o v cn • � o ,� cn vcn o u '+� �, o ;Z O (n v v w o I CRA BOARD MEETING OF: October 10, 2017 OLD BUSINESS AGENDA ITEM: XIII.C. SUBJECT: Approval of the FY 2017 - 2018 Boynton Harbor Marina Dockage Lease Agreement (Tabled 9/27/17) SUMMARY: The CRA's Boynton Harbor Marina dockage lease agreement and slip lease rate is approved annually by the CRA Board for the upcoming fiscal year. The FY 2017-18 Dockage Lease Agreement, Rules & Regulations, Dockage Lease Agreement for Multiple Vessels, Safety Accessory Addendum and Transient Dockage Agreement have been updated by CRA staff and reviewed by CRA legal counsel (see Attachments I - IV). Last September 13, 2016, the CRA Board approved an increase in the slip lease rate from $16 per linear vessel foot to $18 per linear vessel foot. This was the first increase to the slip lease rate since 2012. At the current slip rate, the current total annual rent collected is $106,164.00. At their September 27, 2017 meeting, the CRA Board briefly discussed the annual slip rate and requested that staff provide the data collected by staff of the commercial marina rates of other area comparable marinas (see Attachment V). The rate data is collected annually by staff and provided to the Board for their review and consideration. The following marinas are the most comparable to the CRA's marina and have an average annual slip rate of $18.11 per linear foot: • Riviera Beach Municipal Marina $22.00 per ft. per month • Lake Park Marina $22.00 per ft. per month • Hollywood Municipal Marina $17.40 per ft. per month • Dania Beach Municipal Marina $18.75 per ft. per month • Fort Pierce City Marina $11.50 per ft. per month • Palm Beach Yacht Center $17.00 per ft. per month Included in this year's Boynton Harbor Marina dockage lease agreement is staff's request that the Board consider a new requirement that our marine business tenants provide the CRA with quarterly trip reports. The report will contain valuable data on how many visitors/residents are utilizing the marina which may be used to document the economic benefits and return on investment from the redevelopment efforts and marina tenant incentives. Staff feels that in light of the financial investment in the marina, competitive slip rates, fuel discounts and free marketing, the trip report seems to be a reasonable expectation from the tenants. The CRA Board requested rent increase scenarios. Attachment VI provides rental increases at $1 per ft. per month from the current rental rate of $18.00 to $22.00 per ft. (which is the highest rental rate based on the comparable marinas). The provision for tenant's failure to comply with the Trip Log submittal is as follows: "Failure to comply with this section shall be a default and breach of this Lease. If LESSEE fails to submit the trip log, LESSOR may, in addition to the other remedies provided for in this Lease, elect to discontinue LESSEE's fuel discount and exclude LESSEE from LESSOR's marketing collateral." If a late fee is desired in lieu of the language above, it will need to be established by the Board. The Tenant's Monthly Trip Log is attached to the Dockage Lease Agreement as "Exhibit B". The CRA offers our marina slip tenants and marina basin businesses a cash discount of 20 cents a gallon for gasoline and 30 cents a gallon for diesel. When using a credit card, the discount is 10 cents a gallon for gasoline and a 20 cents discount a gallon for diesel. The fuel discount program amounts to approximately $6,000 per year in discounted fuel savings for these local marine based businesses. FISCAL IMPACT: N/A CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan -Downtown District CRAAB RECOMMENDATION: N/A CRA BOARD OPTIONS: 1. a). Approve the Dockage Lease Agreement as presented for the Boynton Harbor Marina commercial marine tenants. 1. b). Approve an annual slip lease rate per vessel linear foot and continuation of the fuel discount program for the Boynton Harbor Marina tenants and commercial vessels within the marina basin. 2. If so desired, establish and approve an appropriate fee for tenants that do not submit a trip log as outlined in paragraph 12 of the Lease Agreement. 3. Provide alternative direction. ATTACHMENTS: Description D Attachment I - Dockage Lease Agreement D Attachment II -Dockage Lease Agreement -Multiple Boats Attachment III - Transient Dockage Agreement D Attachment IV - Safety Accessory Criteria D Attachment V - Comparable Commercial Marina Rates D Attachment VI - Rental Increase Spreadsheet Boynton Harbor Marina BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY "BOYNTON HARBOR MARINA" DOCKAGE LEASE AGREEMENT FY2017-2018 This Lease Agreement ("Lease") is entered into between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, ("LESSOR") and the undersigned boat and/or owner, ("LESSEE"). WAYPOINT MARINE, INC., hereinafter referred to as "Dockmaster" performs any and all duties of marina management on behalf of the LESSOR. . (Print all information. All blank spaces must be completed.) LESSEE'S Name LESSEE'S Address City Phone No. Vessel Registration No. (hereinafter "Vessel"). Make BUSINESS NAME State Alternate Phone No. Vessel Name:_ Year Zip O.A. Length Beam Draft *The length of any vessel shall be measured from the end of pulpit to the end of the dive platform. Tenant vessels shall be measured twice annually. Power Sail Electricity: 110 220 Slip No. Lease Rate: $18.00 per foot from October 1, 2017 until September 30, 2018 00864161-1 Page 1 of 13 1. Term. The term of this Dockage Lease shall be from until September 30, 2018. There is no option to renew and any additional term of lease shall be evidenced by a new Lease. 2. Rent. The rental shall be the sum of per month based on the lease rate of eighteen dollars ($18.00) per vessel linear foot plus 6% sales tax in the amount of $ , for a total of $ per month from the time period of October 1, 2017 through September 30, 2018. Rent for the first month shall be prorated if Lease is executed after the 1st of the month. Each subsequent rent payment shall be due on the first day of the month and past due on the tenth day of the month. Timely payment of rent is a material provision of this Lease and the late payment of rent constitutes grounds for termination of this Lease by LESSOR regardless of whether delinquent rent is accepted. LESSEE understands that LESSOR may accept late payment of rent without waiving LESSOR's right to declare a breach of Lease and terminate this Lease. 3. Security Deposit. At the time of execution of this Lease, LESSEE shall pay LESSOR an amount equal to one month's rent, as specified in Paragraph 2 of this Lease. This payment (the "Security Deposit") shall be made by cash, cashier's check, or money order. The Security Deposit may not be paid by personal check. The Security Deposit is separate from payment of rent and utilities, and LESSEE may not use the Security Deposit to pay the last month's, or any month's, rent or other charges in arrears. LESSOR is not obligated to apply the Security Deposit on rents or other charges in arrears, or on other damage caused by LESSEE's failure to perform under this Lease, but LESSOR may choose to do so at LESSOR's option. If LESSOR repossesses the slip because of LESSEE's default or breach, LESSOR may, but is not required to, apply the deposit on all damages suffered as a result of the default or breach, regardless of whether the damages occurred before, during, or after repossession. Upon expiration or termination of this Lease, LESSOR shall inspect the slip and related facilities for any damage caused by LESSEE or LESSEE's use of the slip. If there is damage beyond normal wear and tear, LESSOR shall subtract the amount necessary to repair the damage from the Security Deposit and return the remainder of the Security Deposit to LESSEE within fourteen (14) days after LESSEE has vacated the slip. LESSOR shall not subtract any amount from the Security Deposit for normal wear and tear. LESSOR shall have sole discretion as to what constitutes normal wear and tear. Any interest generated on the Security Deposit shall accrue to LESSOR. LESSOR shall not be obligated to keep the Security Deposit as a separate fund, but may mix it with LESSOR's own funds. 4. Utilities. LESSOR agrees to provide electricity and water hookups at each slip. Any equipment/connecting devices necessary to provide the connection from the dock to the Vessel shall be the responsibility of the LESSEE but the type and manner of connection are subject to approval by the LESSOR. LESSEE is responsible for the payment of their monthly electrical and water (individually or collectively, "utility") usage. The billing rate for utility consumption by the LESSEE shall be based on usage to the slip as determined by LESSOR and will be calculated based on the prevailing rate charged to the LESSOR by the utility provider. A utility statement will be hand delivered or mailed to the LESSEE on the 1st of each month and shall reflect the amount of utility usage for the 00864161-1 Page 2 of 13 previous month. Utility payments shall be considered additional rent under this Lease. LESSEE's utility payments shall be due to LESSOR no later than the tenth day of the following month. 5. Late Payment. There shall be a late payment fee in an amount equal to 25% of the amount due each month on all rent or utility payments received after the past due date. There shall be an additional one hundred dollar ($100.00) late fee when the delinquent rent payment is not made in full, including the initial late fees, by the fifteenth day of the subsequent month. Each month for which LESSEE fails to pay all or a portion of rent or utility payments owed shall constitute a separate violation of this Lease and shall incur a separate late fee. Interest shall accrue on any unpaid amounts owed under this lease at the rate of 1.5% per month. 6. Lien. LESSOR shall have a lien against the Vessel, its appurtenances, and its contents for unpaid sums due for rent, use of dock facilities, utility usage, other services, or for damage to any docks or property of LESSOR or any other person at the docks caused or contributed to by the Vessel, LESSEE or any individual the LESSEE allows to use the Vessel. The lien shall be in addition to all other remedies available at law or in equity. 7. Only for Approved Vessel. This Lease is valid only for the Vessel and LESSEE, and is not transferable to another vessel or lessee without the written authorization and approval of the LESSOR. This Lease does not allow for the sub -leasing of the slip by the LESSEE under any circumstances. This Lease grants the LESSEE a revocable license to use the subject dock space and does not create any interest for LESSEE in the underlying bottom lands or real property connected with the LESSOR. 8. Absences from Slip. LESSEE is required to notify the Dockmaster in writing if the Vessel will be absent from the above referenced slip for longer than a thirty (30) day period. Slips left empty for longer than thirty consecutive days, or for twenty days in a forty five day period, without written notification to the LESSOR shall be considered vacated by the LESSEE and the lease will be terminated. 9. Termination for Cause. This Lease shall be in effect until the end of the term unless sooner terminated by reason of one or more of the following conditions or events: a. By destruction of the dockage facilities by storm, Act of God, or other calamity. b. In the event LESSEE makes a bona fide sale of the boat or obtains a boat larger than can be safely berthed at the subject dockage. C. LESSEE terminates this Lease by providing thirty (30) day written notice to the LESSOR. LESSEE may terminate this Lease pursuant to this subsection only if all rents and fees are current and paid in full. d. By breach or default as provided below. e. Late payment of rent, including items deemed "additional rent," or penalty charges. 00864161-1 Page 3 of 13 f. Failure to maintain and provide proof to LESSOR of insurance coverage as required in paragraph 19 below. g. Other reason as provided for in this Lease. All termination proceedings shall be conducted in accordance with Florida law. 10. Additional Procedures for Termination for Late Payment of Rent. If LESSOR terminates this Lease pursuant to Section 9.e. of this Lease, LESSEE shall immediately vacate the dock space leased hereunder upon three days notice by LESSOR. Notice shall be considered given upon any of the following: (a) Mailing notice to LESSEE at the address provided above; or (b) Posting notice upon the Vessel. Should LESSEE fail to vacate within the three days set forth herein, the Parties agree that LESSOR shall be entitled to an immediate judgment for eviction and possession of the subject dock space, upon filing of a verified complaint for eviction/possession with the Palm Beach County Court, in and for the Fifteenth Judicial Circuit. The Parties expressly agree that said action for eviction/possession shall proceed under Summary Procedure pursuant to Section 51.011, Fla. Stat. 11. Compliance with Rules and Regulations. LESSEE agrees to comply with all posted Rules and Regulations along with those attached hereto as "Exhibit A," as amended from time to time in the LESSOR's sole discretion, as fully as though they were set forth herein, and should breach of this Lease or violation of the Rules and Regulations Governing Dockage set forth and attached hereto occur, LESSOR may immediately terminate this Lease. LESSEE shall be notified of such termination and required to immediately remove the Vessel at LESSEE's expense. LESSOR may take all legal steps to remove the Vessel and other property upon termination of the Lease. If LESSOR determines, in its sole and absolute discretion, that the violation of the Rules and Regulations constitutes a danger to the health, safety, and welfare of LESSEE, other persons or property, or LESSOR or LESSOR's property, LESSOR may immediately take any steps it deems necessary to mitigate or alleviate such danger. 12. Required Trip Log Submittal. LESSEE will submit a completed copy of the appropriate log attached hereto as "Exhibit B" in accordance with the schedule below: • First Submittal shall be no later than January 5, 2018 for all trips that occurred October 1 to December 31, 2017 • Second Submittal shall be no later than April 5, 2018 for all trips that occurred January 1 to March 31, 2018 • Third Submittal shall be no later than August 5, 2018 for all trips that occurred April 1 to July 31, 2018 • Fourth Submittal shall be no later than November 5, 2018 for all trips that occurred August 1 to September 30, 2018. Failure to comply with this section shall be a default and breach of this Lease. If LESSEE fails to submit the trip log, LESSOR may, in addition to the other remedies provided for in this Lease, elect to discontinue LESSEE's fuel discount and exclude LESSEE from LESSOR's marketing collateral. 00864161-1 Page 4 of 13 13. Voluntary Waiver. LESSOR may, in its sole and absolute discretion, waive any requirement of this Lease. Waiver of any conditions by LESSOR shall not be deemed to be a continuing waiver and shall not be considered a waiver of any other provision or condition of this Lease. 14. Weather. Weather conditions: In the event weather or tidal conditions exist during the term of this Lease that would either place the LESSEE's Vessel in danger of incurring damage to itself or LESSEE's Vessel causing damage to the LESSOR's property or other vessels within the dockage facilities, it shall be the LESSEE's responsibility to remove the Vessel from the LESSOR's property and dockage facility. Any damage caused by LESSEE's Vessel to the LESSOR's property, dockage facilities, LESSEE's Vessel or other vessels within the LESSOR's property and dockage facilities shall be the sole responsibility of the LESSEE. The LESSEE, by executing this Lease, expressly agrees that he/she shall be solely responsible for ascertaining when such threatening weather conditions may occur in order to allow adequate time for the LESSEE to remove the Vessel from the LESSOR's property and dockage facility as required above. The LESSEE expressly acknowledges that the LESSOR does not assume any obligation to contact the LESSEE with respect to impending weather conditions. NOTICE TO VESSEL OWNER The undersigned LESSOR hereby informs you that in the event you fail to remove your vessel from the marina promptly (within 24 hours) after the issuance of a tropical storm or hurricane watch for Palm Beach County or Boynton Beach, Florida, under Florida law, the undersigned or his or her employees or agents are authorized to remove your vessel, if reasonable, from its slip or take any and all other reasonable actions deemed appropriate by the undersigned or his or her employees or agents in order to better secure your vessel and to protect marina property, private property, and the environment. You are further notified that you may be charged a reasonable fee for any such action. Notwithstanding the foregoing, LESSEE shall be responsible for all damage caused by the Vessel to the LESSOR's dockage facilities or other vessels regardless of ownership. The LESSOR expressly reserves the right, but not the responsibility, to establish minimum requirements for the kinds of cleats, ropes, fenders and other measures that must be used on vessels as a condition of the use of the dockage facilities. In the event the LESSOR establishes such minimum measures, it shall be the LESSEE's obligation and liability to assure himself/herself that such minimum requirements are adequate to protect the LESSEE's Vessel from damage. LESSEE shall be required to adhere to the guidelines set forth in the annual Boynton Harbor Marina Hurricane Plan provided by the Dockmaster or the LESSOR at the signing of this Lease. 15. Telephone, Cable, Internet, etc. LESSOR represents and LESSEE understands that there is no telephone, cable television, internet or wireless internet (Wi-Fi) service provided to the dock or slip. Telephone service to the vessels must be by cellular phone 00864161-1 Page 5 of 13 at LESSEE's expense. No private telephone systems or satellite dishes may be installed within the dockage facilities without the prior written consent of the Dockmaster or the LESSOR. 16. Reassignment. LESSOR reserves the right to permanently reassign the LESSEE to a different slip in the event LESSOR deems it necessary, in its sole discretion, by providing LESSEE ten (10) days written notification of such intent. LESSOR reserves the right to temporarily reassign LESSEE to a different slip in the event LESSOR deems it necessary, in its sole discretion, for the purpose of health and safety concerns, maintenance, repairs, construction or any other reason LESSOR deems necessary. 17. No Additional Vessels Permitted. No other vessel may be placed in the water along with the Vessel without the prior written consent of LESSOR. Dinghies, rafts, wave runners or other small vessels may not be left in the slip overnight and must be stowed on the Vessel when not in use. 18. Caretaking and Security. This Lease is for the use of dock space only, and such space is to be used at the sole risk of LESSEE. LESSEE expressly acknowledges that LESSOR assumes no responsibility for the caretaking or security of LESSEE's Vessel, (including any gear, equipment or contents associated with the Vessel) or for any loss or damage of whatever kind or nature to the boat, its contents, gear or equipment howsoever occasioned. LESSEE has the sole responsibility for the caretaking and security of and at the Vessel, including the responsibility to insure the Vessel in accordance with this Lease. Any independent or caretaker or mechanic working on the Vessel (other than LESSEE) must register with the Dockmaster and provide copies of the business license and proof of their business insurance policy. 19. Insurance. The LESSEE hereby agrees to maintain, insurance providing complete marine coverage for the LESSEE's Vessel and public comprehensive liability insurance (Hull and Protection and Indemnity) with limits not less than $300,000.00 per occurrence for Non Commercial Vessels and limits not less than $500,000.00 per occurrence for Commercial Vessels. The insurance must remain in force for so long as is necessary to cover any occurrence relating to, resulting from or arising out of this Lease or LESSEE's dockage or tenancy at the Boynton Harbor Marina. LESSOR is to be included as "Additional Insured" with respect to liability arising out of LESSEE's dockage or tenancy at the Boynton Harbor Marina, this Lease, or other acts or omissions of LESSEE in connection with this Lease. The LESSEE shall provide the LESSOR with a valid certificate of insurance as proof of such coverage at the time of executing the Lease and at each subsequent renewal. The Dockmaster and LESSOR reserve the right to request updated proof of LESSEE's insurance coverage at any time during the term of this Lease. Additionally, LESSEE is required to provide evidence of a minimum ten (10) pound ABC fire extinguisher to be maintained on the Vessel at all times. 20. Default. The failure of LESSEE to comply with the provisions set forth in this Lease shall constitute a default and breach of this Lease. If LESSEE fails to cure the default within seven (7) days of notice from LESSOR, LESSOR may terminate this Lease. If LESSOR determines, in its sole and absolute discretion, that the default or breach constitutes a danger to the health, safety, and welfare of LESSEE, other persons or 00864161-1 Page 6 of 13 property, or LESSOR or LESSOR's property, LESSOR may immediately terminate this Lease. 21. Indemnification. The LESSEE agrees to indemnify, save, and hold harmless LESSOR, its agents and its employees harmless for any and all liability, claim, demand, suit, loss, cost, expense, or damage, which may be asserted, claimed or recovered against or from LESSOR, its agents, and its employees by reason of any property damage 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 LESSEE's negligent or wrongful conduct, faulty equipment (including equipment installation and removal), use of LESSOR's dockage facilities, or use of LESSOR's property pursuant to this Lease, as well as from any and all acts or omissions of LESSEE, his/her crew, guests, invitees, or agents. The LESSEE's obligation for such indemnification shall include all reasonable defense costs including attorney fees and attorneys fees at the appellate level. This paragraph shall not be construed to require LESSEE to indemnify LESSOR for its own negligence, or intentional acts of LESSOR, 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. 22. Entire Agreement. This Lease represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein, are merged into this Lease and the terms of this Lease supersede all such other agreements. No extraneous information may be used to alter the terms of this Lease. 23. Modification. No change, amendment, modification or alteration of this Lease shall be binding upon either parry unless it is in writing and signed by both parties except for changes to rules and regulations as deemed necessary and appropriate by the LESSOR. 24. Interpretation. If any action at law or in equity is necessary to enforce or interpret the terms of this Lease, the prevailing parry shall be entitled to reasonable attorney fees, expenses, and costs of appeal and necessary disbursements in addition to any other relief to which it may be entitled. 25. Severability. If any part of this Lease shall be declared unlawful or invalid, the remainder of the Lease will continue to be binding upon the parties. In the event any of part of this Lease shall be held to be invalid, this Lease shall be interpreted as if such invalid part were not contained herein. 26. Independent Advice. The Parties declare that the terms of this Lease 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. 27. Agreement Deemed to be Drafted Jointly. This Lease 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 00864161-1 Page 7 of 13 ambiguity found to exist shall be resolved by construing the terms of this Lease fairly and reasonably in accordance with the purpose of this Lease. 28. Governing Law, Jurisdiction, and Venue. The terms and provisions of this Lease 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. 29. Counterparts and Transmission. To facilitate execution, this Lease may be executed in as many counterparts as may be convenient or required, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The executed signature page(s) from each original may be joined together and attached to one such original and it shall constitute one and the same instrument. In addition, said counterparts may be transmitted electronically (i.e., via facsimile or .pdf format document sent via electronic mail), which transmitted document shall be deemed an original document for all purposes hereunder. IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed on the day and year written below. LESSEE Signature*: Date: Print Name *If Lessee is a corporation, an officer of the corporation must sign this lease and must also provide a resolution of the corporation authorizing signature. BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Signature: Title: CERTIFICATION AND WAIVER OF PRIVACY: Date: I, the undersigned, applicant(s) certify that all information presented in this Lease, and all of the information furnished in support of this Lease, is given for the purpose of obtaining a marine vessel slip within the Boynton Beach Community Redevelopment Agency Boynton Harbor Marina, and is true and complete to the best of the LESSEE's knowledge and belief. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Harbor Marina Dockage Agreement as well as the Rules & Regulations Governing Dockage. I hereby acknowledge that the marina is a public area and that I have no expectation of privacy with respect to activity which occurs in plain view on the Vessel. I waive my rights under any privacy laws, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any information given herein. I further grant permission, 00864161-1 Page 8 of 13 and authorize any bank, employer or other public or private agency to disclose information deemed necessary to complete this Lease. I hereby give permission to the Community Redevelopment Agency or its agents to take photos of myself, my invitees, and/or my Vessel to be used to promote the Boynton Harbor Marina. I consent to the use of the image of the Vessel in conjunction with any promotional activity by the Agency or its employees or contractors. I understand that any misinformation furnished by me in to obtain the Lease is grounds for termination of the Lease by LESSOR. LESSEE Signature*: Print Name Date: *If Lessee is a corporation, an officer of the corporation must sign this lease and must also provide a resolution of the corporation authorizing signature. STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me, the undersigned authority, this day of 2017, by who is personally known to me or who has produced as identification and who did/did not take an oath. NOTARY PUBLIC — State of Florida My commission expires: 00864161-1 Page 9 of 13 "EXHIBIT A" BOYNTON HARBOR MARINA RULES AND REGULATIONS GOVERNING DOCKAGE In an effort to provide an inviting atmosphere for boat owners docking at the LESSOR's docks, patrons, and visitors to the marina area, the following rules and regulations are provided for your protection. LESSEE, and if LESSEE is not the Vessel Captain, the Vessel Captain are required to obey the following rules and regulations as a condition of this Lease and will be strictly enforced. Any violation of these Rules and Regulations shall be deemed as grounds for immediate termination of the Dockage Lease and removal of the vessel in the sole discretion of the LESSOR. 1. When a boat enters the basin, it immediately comes under the jurisdiction of the LESSOR's Dockmaster. 2. Only boats in good working condition, and operating under their own power, shall be admitted to or remain in berthing areas. 3. Pets shall be leashed within the confines of the LESSOR's property. Pets are permitted only if they do not disturb other Lessees, patrons, visitors, and guests. 4. Under no circumstances will live -aboard status be allowed. No overnight stay by the LESSEE, his/her crew or guests, shall be permitted. 5. Refuse shall not be thrown overboard. Garbage shall be deposited in cans or dumpster supplied for that purpose. No person shall discharge fish carcasses or waste, oil, spirits, solvents, inflammable liquid or oily bilges into the basin or on the property of the LESSOR. In the event of any accidental spills of oil, spirits, solvents, flammable liquids, fuel products or other toxic substances or waste, the LESSEE shall immediately notify the LESSOR's Dockmaster of the existence of such condition. 6. There shall be no discharge of fish waste into waters of the marina under any circumstances. Fish waste shall be disposed of offshore or placed in sealed garbage bags and disposed of in the on-site dumpster or taken to your place of residence or legal off- site disposal location. 7. Under no circumstances shall vessel sewage be disposed of into the marina basin. Vessel sewage shall be disposed of appropriately and in conformance with all pertinent health codes and state statutes. 00864161-1 Page 10 of 13 8. Noise shall be kept to a minimum at all times. LESSEE shall use discretion in operating engines, generators, radios and television sets, so as not to create a nuisance or disturbance. Upon request by the Dockmaster or LESSOR, LESSEE will immediately lower the volume of any source of noise that may be causing a disturbance. 9. The consumption alcohol on Boynton Beach Community Redevelopment Agency or Boynton Harbor Marina property is strictly prohibited. 10. Swimming, diving, or fishing shall not be permitted from the docks or finger piers or boats except for the cleaning of the underside of the vessel by LESSEE or properly licensed professional. 11. Boat owners shall not store supplies, materials, accessories or debris on walkway, and shall not construct thereon any lockers, chests, cabinets, or similar structures, except with written approval of the Dockmaster and the LESSOR. Painting, scraping, or repairing of gear shall not be permitted on the docks or finger piers. Extent of repairs and maintenance shall be at the discretion of management. 12. Fueling of gasoline or diesel powered vessels from fuel trucks, portable cans or containers without prior written approval from the Dockmaster shall be strictly prohibited in the slip or marina basin. Storage of portable gasoline cans or containers is prohibited in the marina and slip areas. 13. Laundry shall not be hung on boats, docks or finger piers in the basin, nor shall "for sale" signs be put on boats without written permission from the LESSOR. 14. The LESSOR reserves the right to limit and govern all marina slip parking spaces in the LESSOR parking areas as described in "Appendix A." The Boynton Harbor Marina slip spaces designated as "loading and unloading only" are for the express and exclusive use of the LESSOR and LESSEE between the hours of 6am to 6pm seven days a week. These spaces shall be limited to use for a period no longer than 15 minutes for the sole purpose of the "loading and unloading" of the LESSEE's supplies, guests, and crew. NO LONG TERM PARKING WILL BE ALLOWED in this location. The LESSOR reserves the right to tow or remove any vehicle which is found to be in violation of the parking conditions as stated in this paragraph at the sole expense of the owner of said vehicle. Overnight or long term parking can be accommodated within the Marina Village Parking Garage by written approval of the Dockmaster and Marina Village Property Manager. Failure to obtain such approval may result in the vehicle being towed by Marina Village Master Association. Please contact the Dockmaster for instructions on obtaining the required overnight parking pass. 15. Each LESSEE shall be issued a maximum of two (2) Boynton Harbor Marina vehicle identification sticker(s) to be placed on the rear window of the LESSEE's vehicle. No temporary parking passes will be issued to LESSEEs for any purpose. 16. All contractors, mechanics, or caretakers ("Contractors") working on any vessel in the Boynton Harbor Marina must register with the Dockmaster, provide Dockmaster with proof of insurance and proof of business licensing before commencing work, and work 00864161-1 Page 11 of 13 pursuant to the terms of the Lease. The Dockmaster will provide a one -day "Contractor Parking Pass" to Contractors upon registration. Dockmaster will only issue parking passes for Contractors that have proof of insurance and proof of business licensing on file with the Dockmaster. If more than one day of work is required, the Contractor shall check in with the Dockmaster each day prior to commencing work. 17. Violation of the above rules and regulations, or other conduct by any LESSEE, or his/her crew or guests, that might injure any person, cause damage to property or harm the reputation of the LESSOR shall be cause for immediate removal from Boynton Harbor Marina. Such conduct shall include, but not be limited to: harassment of any person; aggressive behavior; engagement in any illegal activity; or any conduct that the Dockmaster or LESSOR determines, in their sole and absolute discretion, endangers the health, safety, welfare, or property of any other person or entity. LESSEE acknowledges by signing below, that they have read and understand the BOYNTON HARBOR MARINA RULES AND REGULATIONS GOVERNING DOCKAGE and hereby agree to the terms of the Dockage Lease Agreement. LESSEE Signature*: Print Name Date: *If Lessee is a corporation, an officer of the corporation must sign this lease and must also provide a resolution of the corporation authorizing signature. "Exhibit B" 00864161-1 Page 12 of 13 BOYNTON HARBOR MARINA Dockage Lease Agreement Tenant's Monthly Trip Log 00864161-1 Page 13 of 13 SLIP No. VESSEL NAME CAPTAIN NAME CAPTAIN NAME MONTH TOTAL NUMBER OF TRIPS TOTAL NUMBER OF PASSENGERS CAPTAIN'S INITIALS Oct -17 Nov -17 Dec -17 Jan -18 Feb -18 Mar -18 Apr -18 May -18 Jun -18 Jul -18 Aug -18 Sep -18 00864161-1 Page 13 of 13 Boynton Harbor Marina BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY "BOYNTON HARBOR MARINA" DOCKAGE LEASE AGREEMENT FOR MULTIPLE BOATS IN A SINGLE SLIP FY2017-2018 This Lease Agreement ("Lease") is entered into between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, ("LESSOR") and the undersigned boat and/or owner, ("LESSEE"). WAYPOINT MARINE, INC., hereinafter referred to as "Dockmaster" performs any and all duties of marina management on behalf of the LESSOR. . (Print all information. All blank spaces must be completed.) LESSEE'S Name LESSEE'S Address City Phone No. First Vessel: Registration No. First Vessel Name: Make BUSINESS NAME State Alternate Phone No. Year Zip O.A. Length Beam Draft *The length of any vessel shall be measured from the end of pulpit to the end of the dive platform. Tenant vessels shall be measured twice annually. Power Sail Electricity: 110 220 Second Vessel: 00864234-1 Page I of 13 Registration No. Second Vessel Name: Make Year O.A. Length Beam Draft *The length of any vessel shall be measured from the end of pulpit to the end of the dive platform. Tenant vessels shall be measured twice annually. Power Sail Electricity: 110 220 (hereinafter, First Vessel and Second Vessel shall be referred to collectively as "Vessel") Slip No. Lease Rate: $18.00 per lineal foot from October 1, 2017 until September 30, 2018. For purposes of calculating the Lease Rate, the lineal feet shall be calculated by adding the O.A. Length of the First Vessel to the O.A. Length of the Second Vessel. Term. The term of this Dockage Lease shall be from until September 30, 2018. There is no option to renew and any additional term of lease shall be evidenced by a new Lease. 2. Rent. The rental shall be the sum of per month based on the lease rate of eighteen dollars ($18.00) per vessel linear foot plus 6% sales tax in the amount of $ , for a total of $ per month from the time period of October 1, 2017 through September 30, 2018. Rent for the first month shall be prorated if Lease is executed after the 1st of the month. Each subsequent rent payment shall be due on the first day of the month and past due on the tenth day of the month. Timely payment of rent is a material provision of this Lease and the late payment of rent constitutes grounds for termination of this Lease by LESSOR regardless of whether delinquent rent is accepted. LESSEE understands that LESSOR may accept late payment of rent without waiving LESSOR's right to declare a breach of Lease and terminate this Lease. 3. Security Deposit. At the time of execution of this Lease, LESSEE shall pay LESSOR an amount equal to one month's rent, as specified in Paragraph 2 of this Lease. This payment (the "Security Deposit") shall be made by cash, cashier's check, or money order. The Security Deposit may not be paid by personal check. The Security Deposit is separate from payment of rent and utilities, and LESSEE may not use the Security Deposit to pay the last month's, or any month's, rent or other charges in arrears. LESSOR is not obligated to apply the Security Deposit on rents or other charges in arrears, or on other damage caused by LESSEE's failure to perform under this Lease, but LESSOR may choose to do so at LESSOR's option. If LESSOR repossesses the slip because of LESSEE's default or breach, LESSOR may, but is not required to, apply the deposit on all damages suffered as a result of the default or breach, regardless of whether the damages occurred before, during, or after repossession. Upon expiration or termination of this Lease, LESSOR shall inspect the slip and related facilities for any damage caused by LESSEE or LESSEE's use of the slip. If there is damage beyond normal wear and tear, LESSOR shall subtract the amount necessary to 00864234-1 Page 2 of 13 repair the damage from the Security Deposit and return the remainder of the Security Deposit to LESSEE within fourteen (14) days after LESSEE has vacated the slip. LESSOR shall not subtract any amount from the Security Deposit for normal wear and tear. LESSOR shall have sole discretion as to what constitutes normal wear and tear. Any interest generated on the Security Deposit shall accrue to LESSOR. LESSOR shall not be obligated to keep the Security Deposit as a separate fund, but may mix it with LESSOR's own funds. 4. Utilities. LESSOR agrees to provide electricity and water hookups at each slip. Any equipment/connecting devices necessary to provide the connection from the dock to the Vessel shall be the responsibility of the LESSEE but the type and manner of connection are subject to approval by the LESSOR. LESSEE is responsible for the payment of their monthly electrical and water (individually or collectively, "utility") usage. The billing rate for utility consumption by the LESSEE shall be based on usage to the slip as determined by LESSOR and will be calculated based on the prevailing rate charged to the LESSOR by the utility provider. A utility statement will be hand delivered or mailed to the LESSEE on the 1st of each month and shall reflect the amount of utility usage for the previous month. Utility payments shall be considered additional rent under this Lease. LESSEE's utility payments shall be due to LESSOR no later than the tenth day of the following month. 5. Late Payment. There shall be a late payment fee in an amount equal to 25% of the amount due each month on all rent or utility payments received after the past due date. There shall be an additional one hundred dollar ($100.00) late fee when the delinquent rent payment is not made in full, including the initial late fees, by the fifteenth day of the subsequent month. Each month for which LESSEE fails to pay all or a portion of rent or utility payments owed shall constitute a separate violation of this Lease and shall incur a separate late fee. Interest shall accrue on any unpaid amounts owed under this lease at the rate of 1.5% per month. 6. Lien. LESSOR shall have a lien against the Vessel, its appurtenances, and its contents for unpaid sums due for rent, use of dock facilities, utility usage, other services, or for damage to any docks or property of LESSOR or any other person at the docks caused or contributed to by the Vessel, LESSEE or any individual the LESSEE allows to use the Vessel. The lien shall be in addition to all other remedies available at law or in equity. 7. Only for Approved Vessel. This Lease is valid only for the Vessel and LESSEE, and is not transferable to another vessel or lessee without the written authorization and approval of the LESSOR. This Lease does not allow for the sub -leasing of the slip by the LESSEE under any circumstances. This Lease grants the LESSEE a revocable license to use the subject dock space and does not create any interest for LESSEE in the underlying bottom lands or real property connected with the LESSOR. 8. Absences from Slip. LESSEE is required to notify the Dockmaster in writing if the Vessel will be absent from the above referenced slip for longer than a thirty (30) day period. Slips left empty for longer than thirty consecutive days, or for twenty days in a forty five day period, without written notification to the LESSOR shall be considered vacated by the LESSEE and the lease will be terminated. 00864234-1 Page 3 of 13 9. Termination for Cause. This Lease shall be in effect until the end of the term unless sooner terminated by reason of one or more of the following conditions or events: a. By destruction of the dockage facilities by storm, Act of God, or other calamity. b. In the event LESSEE makes a bona fide sale of the boat or obtains a boat larger than can be safely berthed at the subject dockage. C. LESSEE terminates this Lease by providing thirty (30) day written notice to the LESSOR. LESSEE may terminate this Lease pursuant to this subsection only if all rents and fees are current and paid in full. d. By breach or default as provided below. e. Late payment of rent, including items deemed "additional rent," or penalty charges. f. Failure to maintain and provide proof to LESSOR of insurance coverage as required in paragraph 19 below. g. Other reason as provided for in this Lease. All termination proceedings shall be conducted in accordance with Florida law. 10. Additional Procedures for Termination for Late Payment of Rent. If LESSOR terminates this Lease pursuant to Section 9.e. of this Lease, LESSEE shall immediately vacate the dock space leased hereunder upon three days notice by LESSOR. Notice shall be considered given upon any of the following: (a) Mailing notice to LESSEE at the address provided above; or (b) Posting notice upon the Vessel. Should LESSEE fail to vacate within the three days set forth herein, the Parties agree that LESSOR shall be entitled to an immediate judgment for eviction and possession of the subject dock space, upon filing of a verified complaint for eviction/possession with the Palm Beach County Court, in and for the Fifteenth Judicial Circuit. The Parties expressly agree that said action for eviction/possession shall proceed under Summary Procedure pursuant to Section 51.011, Fla. Stat. 11. Compliance with Rules and Regulations. LESSEE agrees to comply with all posted Rules and Regulations along with those attached hereto as "Exhibit A," as amended from time to time in the LESSOR's sole discretion, as fully as though they were set forth herein, and should breach of this Lease or violation of the Rules and Regulations Governing Dockage set forth and attached hereto occur, LESSOR may immediately terminate this Lease. LESSEE shall be notified of such termination and required to immediately remove the Vessel at LESSEE's expense. LESSOR may take all legal steps to remove the Vessel and other property upon termination of the Lease. If LESSOR determines, in its sole and absolute discretion, that the violation of the Rules and Regulations constitutes a danger to the health, safety, and welfare of LESSEE, other persons or property, or LESSOR or LESSOR's property, LESSOR may immediately take any steps it deems necessary to mitigate or alleviate such danger. 00864234-1 Page 4 of 13 12. Required Trip Log Submittal. LESSEE will submit a completed copy of the appropriate log attached hereto as "Exhibit B" in accordance with the schedule below: • First Submittal shall be no later than January 5, 2018 for all trips that occurred October 1 to December 31, 2017 • Second Submittal shall be no later than April 5, 2018 for all trips that occurred January 1 to March 31, 2018 • Third Submittal shall be no later than August 5, 2018 for all trips that occurred April 1 to July 31, 2018 • Fourth Submittal shall be no later than November 5, 2018 for all trips that occurred August 1 to September 30, 2018. Failure to comply with this section shall be a default and breach of this Lease. If LESSEE fails to submit the trip log, LESSOR may, in addition to the other remedies provided for in this Lease, elect to discontinue LESSEE's fuel discount and exclude LESSEE from LESSOR's marketing collateral. 13. Voluntary Waiver. LESSOR may, in its sole and absolute discretion, waive any requirement of this Lease. Waiver of any conditions by LESSOR shall not be deemed to be a continuing waiver and shall not be considered a waiver of any other provision or condition of this Lease. 14. Weather. Weather conditions: In the event weather or tidal conditions exist during the term of this Lease that would either place the LESSEE's Vessel in danger of incurring damage to itself or LESSEE's Vessel causing damage to the LESSOR's property or other vessels within the dockage facilities, it shall be the LESSEE's responsibility to remove the Vessel from the LESSOR's property and dockage facility. Any damage caused by LESSEE's Vessel to the LESSOR's property, dockage facilities, LESSEE's Vessel or other vessels within the LESSOR's property and dockage facilities shall be the sole responsibility of the LESSEE. The LESSEE, by executing this Lease, expressly agrees that he/she shall be solely responsible for ascertaining when such threatening weather conditions may occur in order to allow adequate time for the LESSEE to remove the Vessel from the LESSOR's property and dockage facility as required above. The LESSEE expressly acknowledges that the LESSOR does not assume any obligation to contact the LESSEE with respect to impending weather conditions. NOTICE TO VESSEL OWNER The undersigned LESSOR hereby informs you that in the event you fail to remove your vessel(s) from the marina promptly (within 24 hours) after the issuance of a tropical storm or hurricane watch for Palm Beach County or Boynton Beach, Florida, under Florida law, the undersigned or his or her employees or agents are authorized to remove your vessel(s), if reasonable, from its slip or take any and all other reasonable actions deemed appropriate by the undersigned or his or her employees or agents in order to better secure your vessel(s) and to protect marina property, private property, and the environment. You are further notified that you may be charged a reasonable fee for any such action. 00864234-1 Page 5 of 13 Notwithstanding the foregoing, LESSEE shall be responsible for all damage caused by the Vessel to the LESSOR's dockage facilities or other vessels regardless of ownership. The LESSOR expressly reserves the right, but not the responsibility, to establish minimum requirements for the kinds of cleats, ropes, fenders and other measures that must be used on vessels as a condition of the use of the dockage facilities. In the event the LESSOR establishes such minimum measures, it shall be the LESSEE's obligation and liability to assure himself/herself that such minimum requirements are adequate to protect the LESSEE's Vessel from damage. LESSEE shall be required to adhere to the guidelines set forth in the annual Boynton Harbor Marina Hurricane Plan provided by the Dockmaster or the LESSOR at the signing of this Lease. 15. Telephone, Cable, Internet, etc. LESSOR represents and LESSEE understands that there is no telephone, cable television, internet or wireless internet (Wi-Fi) service provided to the dock or slip. Telephone service to the vessels must be by cellular phone at LESSEE's expense. No private telephone systems or satellite dishes may be installed within the dockage facilities without the prior written consent of the Dockmaster or the LESSOR. 16. Reassignment. LESSOR reserves the right to permanently reassign the LESSEE to a different slip in the event LESSOR deems it necessary, in its sole discretion, by providing LESSEE ten (10) days written notification of such intent. LESSOR reserves the right to temporarily reassign LESSEE to a different slip in the event LESSOR deems it necessary, in its sole discretion, for the purpose of health and safety concerns, maintenance, repairs, construction or any other reason LESSOR deems necessary. 17. No Additional Vessels Permitted. No other vessel may be placed in the water along with the Vessel without the prior written consent of LESSOR. Dinghies, rafts, wave runners or other small vessels may not be left in the slip overnight and must be stowed on the Vessel when not in use. 18. Caretaking and Security. This Lease is for the use of dock space only, and such space is to be used at the sole risk of LESSEE. LESSEE expressly acknowledges that LESSOR assumes no responsibility for the caretaking or security of LESSEE's Vessel, (including any gear, equipment or contents associated with the Vessel) or for any loss or damage of whatever kind or nature to the boat, its contents, gear or equipment howsoever occasioned. LESSEE has the sole responsibility for the caretaking and security of and at the Vessel, including the responsibility to insure the Vessel in accordance with this Lease. Any independent or caretaker or mechanic working on the Vessel (other than LESSEE) must register with the Dockmaster and provide copies of the business license and proof of their business insurance policy. 19. Insurance. The LESSEE hereby agrees to maintain, insurance providing complete marine coverage for the LESSEE's Vessel and public comprehensive liability insurance (Hull and Protection and Indemnity) with limits not less than $300,000.00 per occurrence for Non Commercial Vessels and limits not less than $500,000.00 per occurrence for Commercial Vessels. The insurance must remain in force for so long as is necessary to cover any occurrence relating to, resulting from or arising out of this Lease or LESSEE's 00864234-1 Page 6 of 13 dockage or tenancy at the Boynton Harbor Marina. LESSOR is to be included as "Additional Insured" with respect to liability arising out of LESSEE's dockage or tenancy at the Boynton Harbor Marina, this Lease, or other acts or omissions of LESSEE in connection with this Lease. The LESSEE shall provide the LESSOR with a valid certificate of insurance as proof of such coverage at the time of executing the Lease and at each subsequent renewal. The Dockmaster and LESSOR reserve the right to request updated proof of LESSEE's insurance coverage at any time during the term of this Lease. Additionally, LESSEE is required to provide evidence of a minimum ten (10) pound ABC fire extinguisher to be maintained on the Vessel at all times. 20. Default. The failure of LESSEE to comply with the provisions set forth in this Lease shall constitute a default and breach of this Lease. If LESSEE fails to cure the default within seven (7) days of notice from LESSOR, LESSOR may terminate this Lease. If LESSOR determines, in its sole and absolute discretion, that the default or breach constitutes a danger to the health, safety, and welfare of LESSEE, other persons or property, or LESSOR or LESSOR's property, LESSOR may immediately terminate this Lease. 21. Indemnification. The LESSEE agrees to indemnify, save, and hold harmless LESSOR, its agents and its employees harmless for any and all liability, claim, demand, suit, loss, cost, expense, or damage, which may be asserted, claimed or recovered against or from LESSOR, its agents, and its employees by reason of any property damage 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 LESSEE's negligent or wrongful conduct, faulty equipment (including equipment installation and removal), use of LESSOR's dockage facilities, or use of LESSOR's property pursuant to this Lease, as well as from any and all acts or omissions of LESSEE, his/her crew, guests, invitees, or agents. The LESSEE's obligation for such indemnification shall include all reasonable defense costs including attorney fees and attorneys fees at the appellate level. This paragraph shall not be construed to require LESSEE to indemnify LESSOR for its own negligence, or intentional acts of LESSOR, 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. 22. Entire Agreement. This Lease represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein, are merged into this Lease and the terms of this Lease supersede all such other agreements. No extraneous information may be used to alter the terms of this Lease. 23. Modification. No change, amendment, modification or alteration of this Lease shall be binding upon either party unless it is in writing and signed by both parties except for changes to rules and regulations as deemed necessary and appropriate by the LESSOR. 24. Interpretation. If any action at law or in equity is necessary to enforce or interpret the terms of this Lease, the prevailing party shall be entitled to reasonable attorney fees, 00864234-1 Page 7 of 13 expenses, and costs of appeal and necessary disbursements in addition to any other relief to which it may be entitled. 25. Severability. If any part of this Lease shall be declared unlawful or invalid, the remainder of the Lease will continue to be binding upon the parties. In the event any of part of this Lease shall be held to be invalid, this Lease shall be interpreted as if such invalid part were not contained herein. 26. Independent Advice. The Parties declare that the terms of this Lease 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. 27. Agreement Deemed to be Drafted Jointly. This Lease 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 Lease fairly and reasonably in accordance with the purpose of this Lease. 28. Governing Law, Jurisdiction, and Venue. The terms and provisions of this Lease 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. 29. Counterparts and Transmission. To facilitate execution, this Lease may be executed in as many counterparts as may be convenient or required, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The executed signature page(s) from each original may be joined together and attached to one such original and it shall constitute one and the same instrument. In addition, said counterparts may be transmitted electronically (i.e., via facsimile or .pdf format document sent via electronic mail), which transmitted document shall be deemed an original document for all purposes hereunder. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year written below. LESSEE Signature*: Date: Print Name *If Lessee is a corporation, an officer of the corporation must sign this lease and must also provide a resolution of the corporation authorizing signature. BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Signature: By: Title: 00864234-1 Page 8 of 13 Date: CERTIFICATION AND WAIVER OF PRIVACY: I, the undersigned, applicant(s) certify that all information presented in this Lease, and all of the information furnished in support of this Lease, is given for the purpose of obtaining a marine vessel slip within the Boynton Beach Community Redevelopment Agency Boynton Harbor Marina, and is true and complete to the best of the LESSEE's knowledge and belief. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Harbor Marina Dockage Agreement as well as the Rules & Regulations Governing Dockage. I hereby acknowledge that the marina is a public area and that I have no expectation of privacy with respect to activity which occurs in plain view on the Vessel. I waive my rights under any privacy laws, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any information given herein. I further grant permission, and authorize any bank, employer or other public or private agency to disclose information deemed necessary to complete this Lease. I hereby give permission to the Community Redevelopment Agency or its agents to take photos of myself, my invitees, and/or my Vessel to be used to promote the Boynton Harbor Marina. I consent to the use of the image of the Vessel in conjunction with any promotional activity by the Agency or its employees or contractors. I understand that any misinformation furnished by me in to obtain the Lease is grounds for termination of the Lease by LESSOR. LESSEE Signature*: Print Name Date: *If Lessee is a corporation, an officer of the corporation must sign this lease and must also provide a resolution of the corporation authorizing signature. STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me, the undersigned authority, this day of 2017, by who is personally known to me or who has produced as identification and who did/did not take an oath. NOTARY PUBLIC — State of Florida My commission expires: 00864234-1 Page 9 of 13 "EXHIBIT A" BOYNTON HARBOR MARINA RULES AND REGULATIONS GOVERNING DOCKAGE In an effort to provide an inviting atmosphere for boat owners docking at the LESSOR's docks, patrons, and visitors to the marina area, the following rules and regulations are provided for your protection. LESSEE, and if LESSEE is not the Vessel Captain, the Vessel Captain are required to obey the following rules and regulations as a condition of this Lease and will be strictly enforced. Any violation of these Rules and Regulations shall be deemed as grounds for immediate termination of the Dockage Lease and removal of the vessel in the sole discretion of the LESSOR. 1. When a boat enters the basin, it immediately comes under the jurisdiction of the LESSOR's Dockmaster. 2. Only boats in good working condition, and operating under their own power, shall be admitted to or remain in berthing areas. 3. Pets shall be leashed within the confines of the LESSOR's property. Pets are permitted only if they do not disturb other Lessees, patrons, visitors, and guests. 4. Under no circumstances will live -aboard status be allowed. No overnight stay by the LESSEE, his/her crew or guests, shall be permitted. 5. Refuse shall not be thrown overboard. Garbage shall be deposited in cans or dumpster supplied for that purpose. No person shall discharge fish carcasses or waste, oil, spirits, solvents, inflammable liquid or oily bilges into the basin or on the property of the LESSOR. In the event of any accidental spills of oil, spirits, solvents, flammable liquids, fuel products or other toxic substances or waste, the LESSEE shall immediately notify the LESSOR's Dockmaster of the existence of such condition. 6. There shall be no discharge of fish waste into waters of the marina under any circumstances. Fish waste shall be disposed of offshore or placed in sealed garbage bags and disposed of in the on-site dumpster or taken to your place of residence or legal off- site disposal location. 7. Under no circumstances shall vessel sewage be disposed of into the marina basin. Vessel sewage shall be disposed of appropriately and in conformance with all pertinent health codes and state statutes. 00864234-1 Page 10 of 13 8. Noise shall be kept to a minimum at all times. LESSEE shall use discretion in operating engines, generators, radios and television sets, so as not to create a nuisance or disturbance. Upon request by the Dockmaster or LESSOR, LESSEE will immediately lower the volume of any source of noise that may be causing a disturbance. 9. The consumption alcohol on Boynton Beach Community Redevelopment Agency or Boynton Harbor Marina property is strictly prohibited. 10. Swimming, diving, or fishing shall not be permitted from the docks or finger piers or boats except for the cleaning of the underside of the vessel by LESSEE or properly licensed professional. 11. Boat owners shall not store supplies, materials, accessories or debris on walkway, and shall not construct thereon any lockers, chests, cabinets, or similar structures, except with written approval of the Dockmaster and the LESSOR. Painting, scraping, or repairing of gear shall not be permitted on the docks or finger piers. Extent of repairs and maintenance shall be at the discretion of management. 12. Fueling of gasoline or diesel powered vessels from fuel trucks, portable cans or containers without prior written approval from the Dockmaster shall be strictly prohibited in the slip or marina basin. Storage of portable gasoline cans or containers is prohibited in the marina and slip areas. 13. Laundry shall not be hung on boats, docks or finger piers in the basin, nor shall "for sale" signs be put on boats without written permission from the LESSOR. 14. The LESSOR reserves the right to limit and govern all marina slip parking spaces in the LESSOR parking areas as described in "Appendix A." The Boynton Harbor Marina slip spaces designated as "loading and unloading only" are for the express and exclusive use of the LESSOR and LESSEE between the hours of 6am to 6pm seven days a week. These spaces shall be limited to use for a period no longer than 15 minutes for the sole purpose of the "loading and unloading" of the LESSEE's supplies, guests, and crew. NO LONG TERM PARKING WILL BE ALLOWED in this location. The LESSOR reserves the right to tow or remove any vehicle which is found to be in violation of the parking conditions as stated in this paragraph at the sole expense of the owner of said vehicle. Overnight or long term parking can be accommodated within the Marina Village Parking Garage by written approval of the Dockmaster and Marina Village Property Manager. Failure to obtain such approval may result in the vehicle being towed by Marina Village Master Association. Please contact the Dockmaster for instructions on obtaining the required overnight parking pass. 15. Each LESSEE shall be issued a maximum of two (2) Boynton Harbor Marina vehicle identification sticker(s) to be placed on the rear window of the LESSEE's vehicle. No temporary parking passes will be issued to LESSEEs for any purpose. 16. All contractors, mechanics, or caretakers ("Contractors") working on any vessel in the Boynton Harbor Marina must register with the Dockmaster, provide Dockmaster with proof of insurance and proof of business licensing before commencing work, and work 00864234-1 Page 11 of 13 pursuant to the terms of the Lease. The Dockmaster will provide a one -day "Contractor Parking Pass" to Contractors upon registration. Dockmaster will only issue parking passes for Contractors that have proof of insurance and proof of business licensing on file with the Dockmaster. If more than one day of work is required, the Contractor shall check in with the Dockmaster each day prior to commencing work. 17. Violation of the above rules and regulations, or other conduct by any LESSEE, or his/her crew or guests, that might injure any person, cause damage to property or harm the reputation of the LESSOR shall be cause for immediate removal from Boynton Harbor Marina. Such conduct shall include, but not be limited to: harassment of any person; aggressive behavior; engagement in any illegal activity; or any conduct that the Dockmaster or LESSOR determines, in their sole and absolute discretion, endangers the health, safety, welfare, or property of any other person or entity. LESSEE acknowledges by signing below, that they have read and understand the BOYNTON HARBOR MARINA RULES AND REGULATIONS GOVERNING DOCKAGE and hereby agree to the terms of the Dockage Lease Agreement. LESSEE Signature*: Print Name Date: *If Lessee is a corporation, an officer of the corporation must sign this lease and must also provide a resolution of the corporation authorizing signature. 00864234-1 Page 12 of 13 "Exhibit B" BOYNTON HARBOR MARINA Dockage Lease Agreement Tenant's Monthly Trip Log SLIP No. VESSEL NAME CAPTAIN NAME MONTH TOTAL NUMBER OF TRIPS TOTAL NUMBER OF PASSENGERS Oct -17 Nov -17 Dec -17 Jan -18 Feb -18 Mar -18 Apr -18 May -18 Jun -18 Jul -18 Aug -18 Sep -18 00864234-1 Page 13 of 13 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY BOYNTON HARBOR MARINA TRANSIENT DOCKAGE AGREEMENT This Transient Dockage Agreement ("Agreement") is entered into between Boynton Beach Community Redevelopment Agency ("BBCRA") and ("Vessel Owner") for temporary dockage of the Vessel described below at the Boynton Harbor Marina. WAYPOINT MARINE, INC., ("Dockmaster") is duly authorized to execute this Agreement and act on behalf of BBCRA in all matters contemplated in this Agreement. (Print all information. All blank spaces must be completed.) 1) Vessel Owner Information: Vessel Owner's Name Vessel Owner's Address Business Name Business Address: City Phone No. 2) Vessel Information: Vessel Registration No._ ("Vessel"). Make Year State Alternate Phone No. Vessel Name: Zip O.A. Length Beam Draft *The length of any vessel shall be measured from the end of pulpit to the end of the dive platform. Power Sail Electricity: 110 220 Inboard Outboard 00863977-1 100863977-11 1 3) Notify in Case of Emergency: Name: Phone No. Address: Relationship to Vessel Owner: Alternate Phone No. 4) Dockage Location and Term. This Agreement creates a revocable license to use the dock space assigned by the Dockmaster for a term of days, from to ("Dockage Term"). The Dockage Term may not exceed five (5) days under any circumstances. Dockmaster may, in his sole and absolute discretion, terminate this Agreement with or without cause and immediately require Vessel Owner to remove the Vessel from Boynton Harbor Marina. The use of dock space is subject to availability, which shall be determined by the Dockmaster. 5) No Discrimination. In entering, applying, and enforcing this Agreement, BBCRA and Dockmaster shall not discriminate based on the basis of race, color, religion, ancestry, national origin, age, sex, marital statues, sexual orientation or disability of the Vessel Owner or the guests or passengers of the Vessel Owner. 6) Dockage Charge. In exchange for docking at the Boynton Harbor Marina, Vessel Owner shall pay BBCRA a charge of $ per lineal foot per night ("Dockage Charge"), to be calculated: ( x $ ) = plus any applicable tax. (length of vessel, in feet) 7) Vessel Insurance. Vessel Owner is required to provide Proof of Insurance to Dockmaster, who shall make a copy of such Proof of Insurance. Insurance must provide complete marine coverage for the Vessel and public comprehensive liability insurance (Hull and Protection and Indemnity) with limits not less than $300,000.00 per occurrence for Non Commercial Vessels and limits not less than $500,000.00 per occurrence for Commercial Vessels. The insurance must remain in force for so long as is necessary to cover any occurrence relating to, resulting from or arising out of this Agreement or Vessel Owner's use of the Boynton Harbor Marina. 8) Credit Card. Prior to docking the Vessel overnight at the Boynton Harbor Marina, Vessel Owner shall provide a credit card to Dockmaster that has sufficient credit available to pay for Dockage Charges, taxes, and any damages of any kind caused by the Vessel, Vessel Owner, or Vessel Owner's passengers or guests. 9) Only for Approved Vessel. This Agreement is valid only for the Vessel and Vessel Owner, and is not transferrable to another vessel or vessel owner. 10) Legal Purpose. Vessel Owner hereby warrants and confirms that the Vessel is being used only for legal purposes and that no illegal items of any kind are currently on board the Vessel or will be brought onto the Vessel for the duration of the Dockage Term. 00863977-1 100863977-11 2 11) Utilities. BBCRA and Dockmaster agree, to the extent it is reasonably available, to provide electricity and water hookups to Vessel Owner. Any equipment/connecting devices necessary to provide the connection from the dock to the Vessel shall be the responsibility of the Vessel Owner but the type and manner of connection are subject to approval by the Dockmaster. BBCRA and Dockmaster shall not charge Vessel Owner any additional amount over and above the Dockage Charge for the use of electricity and water, but if water or electricity hookups are not provided, not functional, or not reasonably available, the Dockage Charge shall not be reduced. 12) Security. This Agreement is for use of dock space only, and such space is to be used at the sole risk of Vessel Owner. Vessel Owner expressly acknowledges that BBCRA and Dockmaster assume no responsibility for the caretaking or security of the Vessel, (including any gear, equipment or contents associated with the Vessel) or for any loss or damage of whatever kind or nature to the boat, its contents, gear or equipment, howsoever occasioned. Vessel Owner has the sole responsibility for the caretaking and security of and at the Vessel, including the responsibility to insure the Vessel in accordance with this Agreement. Any independent or caretaker or mechanic working on a vessel (other than Vessel Owner) must register with the Dockmaster and provide copies of the business license and proof of their business insurance policy. 13) Indemnification. Vessel Owner agrees to indemnify, save, and hold harmless BBCRA, its agents and its employees for any and all liability, claim, demand, suit, loss, cost, expense, or damage, which may be asserted, claimed or recovered against or from BBCRA, its agents, and its employees by reason of any property damage 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 Vessel Owner's negligent or wrongful conduct, faulty equipment (including equipment installation and removal), use of BBCRA's dockage facilities, or use of BBCRA's property pursuant to this Agreement, as well as from any and all acts or omissions of Vessel Owner, his/her crew, guests, invitees, or agents. The Vessel Owner's obligation for such indemnification shall include all reasonable defense costs including attorneys' fees and attorneys' fees at the appellate level. This paragraph shall not be construed to require Vessel Owner to indemnify BBCRA for its own negligence, or intentional acts of BBCRA, its agents or employees. Each party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers, employees and agents. 14) Compliance with Rules, Regulations, and Policies. Vessel Owner agrees to obey and abide by all state, federal, and local laws and ordinances, including the Boynton Harbor Marina Rules and Regulations Governing Dockage, attached hereto as Exhibit A, except that Vessel Owner and any passengers may stay overnight on the Vessel. For purposes of the Boynton Harbor Marina Rules and Regulations Governing Dockage, the term "Lessee" shall include Vessel Owner. In addition, Vessel Owner agrees to comply with all requests or orders of the Dockmaster concerning dockage, fueling, connection to utilities, or any other matter pertaining to dockage or use of the dock or Boynton Harbor Marina. Vessel Owner shall use the Dock Space and keep the Vessel in such a manner as to avoid interfering with the normal operations of the Boynton Harbor Marina. 15) Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein, are merged into this Agreement and the terms of 00863977-1 100863977-11 3 this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 16) Interpretation. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney fees, expenses, and costs of appeal and necessary disbursements in addition to any other relief to which it may be entitled. 17) Independent 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 Parry is advised to seek independent legal advice in connection with the matters referenced herein. 18) Agreement Deemed to be Drafted Jointly. This Agreement shall be deemed to be drafted jointly and shall not be construed more or less favorably towards any of the parties by virtue of the fact that one party or its attorney drafted all or any part thereof. 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. 19) Governing Law, Jurisdiction, and Venue. The terms and provisions of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida and the United States of America, without regard to conflict of law principles. Venue and jurisdiction shall be Palm Beach County, Florida, for all purposes, to which the Parties expressly agree and submit. 20) 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. In the event any of part of this Agreement shall be held to be invalid, this Agreement shall be interpreted as if such invalid part were not contained herein. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto on the dates indicated below. Vessel Owner Date: Printed: Title: On Behalf of the Boynton Beach Community Redevelopment Agency By: Date: Printed: Title: 00863977-1 100863977-11 4 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY BOYNTON HARBOR MARINA SAFETY ACCESSORY CRITERIA The Boynton Beach Community Redevelopment Agency (CRA) recognizes there may be certain circumstances under which the safety of the public, lessees of the Boynton Harbor Marina, and other persons may be improved by the presence of certain safety accessories. Therefore, Lessees of the Boynton Harbor Marina (Lessees) may apply to the CRA for an addendum to an existing Boynton Harbor Marina Dockage Lease Agreement that would allow Lessees to use a safety accessory under the following circumstances: 1. The proposed Safety Accessory must be deemed by the Dockmaster, in his sole and absolute discretion, to be an accessory that will enhance the safety of the Lessee or other persons during their use of the Boynton Harbor Marina. 2. Once the Dockmaster deems that the proposed Safety Accessory will enhance the safety of the Lessee or other persons, the CRA must review the proposed safety accessory and may, in its sole and absolute discretion, determine that the safety accessory is not safe or is otherwise not appropriate for use at the Boynton Harbor Marina. In making its determination, the CRA shall base its decision solely on the use and appropriateness of the proposed Safety Accessory and shall not discriminate based on the basis of race, color, religion, ancestry, national origin, age, sex, marital status, sexual orientation or disability of the Lessee. 3. If both the Dockmaster and the CRA approve of the use of the proposed Safety Accessory, the Lessee and the CRA shall enter into the Safety Accessory Addendum. 4. The Safety Accessory shall not be nailed, screwed, or otherwise permanently attached or affixed to the Boynton Harbor Marina Dock (Dock). SAFETY ACCESSORY ADDENDUM This addendum to the Boynton Harbor Marina Dockage Lease Agreement dated (Lease) is made by and between the Boynton Beach Community Redevelopment Agency (LESSOR) and (LESSEE) this day of , 20 . WHEREAS, LESSOR and LESSEE have previously entered into the Lease; and WHEREAS, LESSOR has promulgated Safety Accessory Criteria, which are hereby expressly incorporated into this Addendum; and WHEREAS, LESSEE wishes to use a safety accessory (Safety Accessory) in the dock slip assigned to Lessee; and 00863987-1 WHEREAS, LESSOR agrees that the Safety Accessory will enhance the safety of Lessee's and other persons' use of the dock and is appropriate for use of the dock; NOW THEREFORE, for the good and valuable consideration of $ and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties, the parties agree as follows: 1. The recitals above, and the Safety Accessory Criteria, are hereby incorporated as if fully set forth herein. 2. Lessee may use the Safety Accessory identified in Exhibit 1 at the dock slip used by Lessee in the Boynton Harbor Marina (Dock Slip). Lessee shall ensure that the Safety Accessory remains confined to the Dock Slip at all times. 3. The Safety Accessory may not be nailed, screwed, glued, stapled, welded, or otherwise permanently attached or affixed to the Dock Slip. The Safety Accessory may only be attached to the Dock Slip by ropes, bands, or other temporary attachment mechanisms that do not pierce the surface of the Dock Slip. No Safety Accessory may be attached to the Dock Slip without the Dockmaster's express approval, in writing, of the method of attachment. Upon removal of the Safety Accessory, LESSEE is responsible for ensuring that the Dock Slip remains unaltered by the use of the Safety Accessory, except for normal wear and tear. 4. Prior to the installation of the Safety Accessory, LESSEE shall obtain, at LESSEE's sole expense, stamped drawings from a qualified marine engineer stating that the engineer has personally examined the Boynton Harbor Marina, the Dock Slip, and the Safety Accessory and determined, in his or her professional opinion, the Safety Accessory will not compromise the structural integrity or safety of the Boynton Harbor Marina or Dock Slip. 5. Within 10 days of the installation of the Safety Accessory, LESSEE shall provide to the Dockmaster an installation certification letter signed by a qualified marine engineer. 6. The Addendum applies only to the Safety Accessory identified in Exhibit 1. LESSEE may not substitute any other safety accessory without the express written permission of both the Dockmaster and LESSOR. LESSEE may repair the Safety Accessory on an as -needed basis so long as such repair does not violate the Lease, this Addendum, or any other applicable rules, policies, and regulations that relate to the Boynton Harbor Marina. 7. If the Dockmaster or LESSOR, in either's sole and absolute discretion, determine that the Safety Accessory is unsafe or inappropriate for use at the Boynton Harbor Marina, the Dockmaster or LESSOR shall notify LESSEE in writing. LESSEE shall have 7 calendar days after such notice is sent to remove the Safety Accessory. LESSEE hereby agrees that if the Safety Accessory is not removed within 7 days of the notice being sent, the Dockmaster or LESSOR may remove the Safety Accessory by any means necessary, which expressly includes the understanding that the Dockmaster or LESSOR may enter onto LESSEE's vessel for the sole purpose and minimum time necessary to remove the Safety Accessory. 8. LESSEE shall indemnify, save, and hold harmless the LESSOR, its agents, its employees, and the Dockmaster from any liability, claim, demand, suit, loss, cost, expense or damage which may be asserted, claimed, or recovered against or from LESSOR, 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 LESSEE's use, installation, or removal of the Safety Accessory or this Addendum. Nothing in this Addendum shall be deemed to affect the rights, privileges, and sovereign immunities of LESSOR as set forth in Section 00863987-1 768.28, Florida Statutes. This paragraph shall not be construed to require LESSEE to indemnify LESSOR for its own negligence, or intentional acts of LESSOR, 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. 9. Prior to the installation of the Safety Accessory, LESSEE shall obtain all insurance required by LESSOR and provide proof thereof to the Dockmaster and include, along with an executed copy of this Agreement, a Certificate of Insurance with a liability limit of at least $ per occurrence. The Insurance must remain in force for so long as is necessary to cover any occurrence relating to, resulting from, or arising out of the use of the Safety Accessory. LESSOR is to be included as an "Additional Insured" with respect to liability arising out of the use of the Safety Accessory. 10. LESSEE guarantees and shall ensure that the Safety Accessory is used only for its intended purpose and in conformance with the manufacturer's specifications and instructions. A copy of the manufacturer's specifications and instructions are attached hereto as Exhibit 2. 11. LESSEE shall provide a deposit of $ to the Dockmaster, which shall be retained by the Dockmaster as security for any damage that may arise out of the use of the Safety Accessory. Once the Safety Accessory has been removed, the Dockmaster shall examine the Dock Slip and determine if any repairs are necessary as a result of the use of the Safety Accessory. If any repairs are necessary, the Dockmaster shall withhold the amount of funds necessary to repair the Dock Slip and return the remainder, if any, to LESSEE. 12. This Addendum shall not be construed to alter or affect any terms or provisions of the Lease other than those terms and conditions specifically altered by this Addendum. 13. The signatories to this Addendum hereby represent, agree, and confirm that each is authorized to sign on behalf of the entity for which they sign below. IN WITNESS WHEREOF, this Addendum has been executed by the parties hereto on the dates indicated below. On Behalf of LESSEE By: Printed: Title: STATE OF FLORIDA COUNTY OF Date: The foregoing instrument was acknowledged before me, the undersigned authority, this day of , 2017, by who is personally known to me or who has produced as identification and who did/did not take an oath. NOTARY PUBLIC — State of Florida My commission expires: 00863987-1 On Behalf of the Boynton Beach Community Redevelopment Agency By: Printed: Title: STATE OF FLORIDA COUNTY OF Date: The foregoing instrument was acknowledged before me, the undersigned authority, this day of , 2017, by who is personally known to me or who has produced as identification and who did/did not take an oath. NOTARY PUBLIC — State of Florida My commission expires: 00863987-1 w 1 W W O O 1 Z z ) U ) C) U U a 'A 0 Z Z Z U U U U U U Y U O LL y z z y zz > z v m 'a U 0 p� o G `o c O o m _ O O O O E > >_ LL FA m w > Q Q¢ Z Z Z Q Z O m Q Z O m N o m m O > O m Q Z W m 1615 E Z5 n me N d oao o �� of _.` o� o N o 'm �o o n> W V m Q W R m y ? a a w° a �' ' U a N v, n w .` w n o v, 0 w o 0 d m 0 U O Q Z Q Q Z Z Q z Z Z Q Z Q Z Q Z Q Z QLo Z Hi O EA O fA O m to O in C o N o'ffi 9 0 0 N To 0 N co 0 tD6 N O E � c t oo m -o A o m o 9 � -O O m O — O — O 76 o O 0 m o v d y E m 5 T v v o v m m o m E w Q a n m ° m d ro a 00 oo 5 5 5 5 5 £ 5 m E En EE a oo o >, o o 0 o W m non E o n m r w n c E x r � o t o0 0 00 n m oa `o e3 o N o 0 � o0 o o m o wl a T d � N c� � c � N� a 'C W W •m .� .W u u x o. •� z in ol � W m oo m o 11. = N m W d Y O O O W m d LL N o c U ` ' Yk u •C aCO.. C W d W C O � W G O N N m d � o D_ W W oi to d tD J m Z Z OZ W Q X X X X X X w 1 W W O O 1 Z z W a J Z O 0 W m O Z W U W J D 0 W U H Z W w D O N _Q U) C W O N O N } LL (n N (6 () 2- U) N 0) N (6 () _Q U) m c (6 7 g w N of 06 (n m (u J 0000000 OOOOO O o 0 �-' O O O V V OO O W N O O O 00 (D CO P- r- Or M V CO O N M W N � y 0) W(o W "Zr In r- r- r- W O LC) In O co co 1-_ (0 1 m 60 6p, 6p, 6p, Vf Vf 6p, 6p, 6p, 6p, 6p, 6p, 6p, 6p, 6p, 6p, 6p, 60 60 0000000 OOOOO O O O �-' LC) O O N N O O O O (.00 O O It 00 a "Zr M M a O W a)� a V M N y y I- V V LC) Cl)O I- r- r- r- O V V O I- co N 00 f3 N N m 60 K3 K3 K3 K3 K3 K3 K3 K3 K3 K3 K3 K3 K3 K3 K3 K3 0000000 OOOOO O O O �-' 0000000 'OOOOO 'O O O O WDCCD0OCO O O r- 00 � vv r—r—r—r— covvarnr- C N co a Pl%, C N C fD R N m 60 K3 K3 K3 K3 K3 K3 K3 K3 K3 K3 K3 K3 K3 K3 K3 K3 0000000 OOOOO O O O �-' In O O W W O O O- V O O O (D N N m CD CD CD N r M V 1- N � � N y y (fl M LOC) "Zr CO CO CO r- W V V co I- r- N r N r R � r m 60 6p, 6p, 6p, 63 6p, 6p, 6p, K3 K3 K3 K3 K3 K3 K3 K3 K3 60 0000000 OOOOO O O O �-' 0000999 OOOOO O O O M CO M O O D W r- N CO co ON � 0)Cl Ln M V CO CO (o (o P- V V co LOC) I- P- a 00 r N 00 00 (D m O 21 x r � Q~ LC) _ N N O O co O C O Z W N N M M CO CO N N V cr) V ^2 Q mW J � � H C) n (n (n N (n ? 'UUU� M- > i5 o i5 m o m p� �Lm°m°m° Q� E E E:; m i(6 X t (6 O O O" N 2= 2= W N LE m m m () 0) (n N N N 00 2(D(° U- LL U- L a N V O� co O o�Nc�vlc�m�corn J C LU 2 E E E c z H � � � m O O O DE =DUUE U)X M M M 0) X 0) N-0 C:M M M E��� J(LD Q Q YQ J 000� _Q U) C W O N O N } LL (n N (6 () 2- U) N 0) N (6 () _Q U) m c (6 7 g w N of 06 (n m (u J I CRA BOARD MEETING OF: October 10, 2017 NEW BUSINESS AGENDA ITEM: XIV.A. SUBJECT: Boynton Woman's Club for the CRA Owned Property Located at 1010 S. Federal Highway Update SUMMARY: On September 29, 2017, the CRA purchased the Boynton Woman's Club property located at 1010 S. Federal Highway. The CRA has assumed full responsibility for the operation and management of the facility. There are 11 rental contracts for events (e.g. weddings, annual event/conferences, etc.) through August 2018 which will be honored by the CRA. In order to allow adequate time to perform the necessary repairs, no new events have been booked for the remainder of this calendar year. Official notice of the change in ownership and management of the facility has been provided to these clients. In order to streamline the operations and management of the facility, the following items will need to be considered by the Board in the near future: 1. Establishing the new name for the facility. This is critical from a legal and marketing perspective since all current rental agreements will need to be amended to reflect the change in ownership. 2. Policy and procedures for the facility need to be developed and approved by the Board for the facility's operations and maintenance. These will include, but not limited to, the establishment of facility rental rates (for nonprofits, general public, and governmental clientele), applications, agreements, and rules and regulations in addition to the building and grounds maintenance schedules, etc. 3. A renovation schedule and more detail cost proposals for the critical repairs which includes termite fumigation, roof repair/replacement, mold remediation and structural repairs from any termite damage. Other short-term renovations previously mentioned in the September 27, 2017 agenda item summary include: Paint interior/exterior, restoration of wood floors, restoration of Ballroom ceiling, landscape cleanup, replace/repair lighting fixtures in Ballroom, and audio and alarm systems. These repairs are necessary to preserve the historical character of the building and for the continued operation of the building as a unique arts/entertainment and/or cultural venue. Staff is currently working with CRA legal counsel on the development of policy and procedures for the facility and the rental and facility use agreements. Recommendations regarding the new name for the facility, the facility rental rates, applications, agreements, and rules and regulations will be brought back to the Board for consideration at the November 14, 2017 CRA Board meeting. A renovation schedule may also be included for Board consideration and approval in November subject to receiving timely responses to the requests for quotes or bids for the renovations. Depending on the rental activities, additional staff support may needed to be considered during peak holiday season when the CRA special events staffs time is fully committed to the signature events (e.g. Holiday Lighting and Concert, Blarney Bash, etc.). The additional support may be in the form of part- time or contract employees for the operations and facility maintenance work. FISCAL IMPACT: $200,000 is allocated in FY 2017-18, Budget Line Item Account 02-58200-404. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan: Historic Properties and Federal Highway District, 2010 Downtown Vision and Master Plan. CRA BOARD OPTIONS: No Board action required I CRA BOARD MEETING OF: October 10, 2017 CRAADVISORY BOARD AGENDA ITEM: XV.A. SUBJECT: CRAAdvisory Board Agenda - October 5, 2017 SUMMARY: See attached. CRA BOARD OPTIONS: No action required at this time unless otherwise determined by the Board ATTACHMENTS: Description D C RAAB Agenda October 5, 2017 I CRAAdvisory Board Meeting Thursday, October 5, 2017 - 6:30 PM City Commission Chambers 100 E. Boynton Beach Blvd. Boynton Beach, FL 33435 561-737-3256 ADVISORY BOARD AGENDA I. Call to Order II. Roll Call III. Agenda Approval A. Additions, Deletions, Corrections to the Agenda B. Adoption of Agenda IV. Assignments A. Pending Assignments 1. Review and Revise Vendor Policy for other CRAs/Non-Profits B. Reports on Pending Assignments 1. None C. New Assignments 1. Consideration of the Terms and Conditions with Centennial Management Corporation for the CRA Owned Property Located at 700 N. Seacrest Boulevard, a/k/a Ocean Breeze East 2. Consideration of CRA Advisory Board Member Attendance at the 2017 Florida Redevelopment Association Conference V. Consent A. Approval of Advisory Board Minutes -August 3, 2017 VI. Information Only A. Financial Report Period Ending August 31, 2017 B. Financial Report Period Ending September 30, 2017 VII. CRA Board Items for CRAAdvisory Board Review and Recommendations A. Old Business 1. None B. New Business 1. None VIII. Public Comment 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 OR ACTIVITY CONDUCTED BY THE CRA. PLEASE CONTACT THE CRA, (561) 737-3256, AT LEAST 48 HOURS PRIOR TO THE PROGRAM OR ACTIVITY IN ORDER FOR THE CRA TO REASONABLY ACCOMMODATE YOUR REQUEST. ADDITIONAL AGENDA ITEMS MAY BE ADDED SUBSEQUENT TO THE PUBLICATION OF THE AGENDA ON THE CRNS WEBSITE. INFORMATION REGARDING ITEMS ADDED TO THE AGENDAAFTER IT IS PUBLISHED ON THE CRNS WEBSITE CAN BE OBTAINED FROM THE CRA OFFICE. Boynton Beach Community Redevelopment Agency Vendor Policy for Special Events Purpose The purpose of this policy is to specify the procedures used for the selection of for-profit and non-profit vendors who are interested in participating at special events hosted by the Boynton Beach Community Redevelopment Agency (CRA). This policy also outlines key rules and regulations that must be observed by all vendors selected to participate at CRA hosted events. Eligible Vendors Any person, business or organization that will be occupying space for sales or service at a special event will be referred to as a "Vendor." The CRA will determine the eligibility of any interested vendor for inclusion in an event. Eligible Vendor types are as follows: For Profit: • Craft/Art Vendors: Sell items that they have personally developed for resale. Eligible items include, but are not limited to: artwork, jewelry, trinkets, handmade clothing, wood carvings, etc. • Retail Business Vendors: Retail vendors are registered businesses that have a Federal Tax ID Number. • Food and Beverage Vendors: Individuals, businesses, or organizations that sell prepared food items. • Service Vendors: Individuals or businesses that offer nontangible services such as, but not limited to: medical services, home improvement services, personal services, etc. Non -Profit • Organizations that hold an active 501(c) (3) status from the Internal Revenue Service. • Organizations that do not have a tangible item for resale, but would like to provide information about a specific charitable cause to event patrons. C:\PROGRAM FILES (X86)\NEEVIA.COM\DOCCONVERTERPRO\TEMP\NVDC\8559F690-5372-4E8C-B17B- 0187FD4ED93E\BOYNTON BEACH.6025.1.2017_6-29_VENDOR_POLICY_FOR_CRA_SPECIAL_EVENTS= _MC_COMMENTS.DOCX Boynton Beach Community Redevelopment Agency Vendor Policy for Special Events Vendor Selection Process The CRA reserves the right to accept multiple vendors, limit vendors, or offer exclusivity to any vendor. All vendors selected for participation in an event will be required to sign a participation agreement, and abide by all event rules and regulations. The CRA may require that the vendor submit the agreement with the vendor application. When an event is limited to a certain number of vendors, vendors will be given preference as follows: • First preference will be given to eligible vendors that are located within the boundaries of the CRA District. • Second preference will be given to eligible vendors that are located within the boundaries of the City of Boynton Beach. • Third preference will be given to eligible vendors that are located within Palm Beach County. Non -Profit Participation Inclusion of non -profits will be determined by the size and type of event. Preference will be given to non -profits that are involved with causes that are related to the CRA plan. Non -Profit Participation Caps: • There will be no more than two (2) non -profits approved to participate at monthly events. • There will be no more than four (4) non -profits approved to participate at special events. Types of Events The CRA funds a variety of monthly and signature events throughout the year, including the events listed below. The structure of the event determines whether or not vendor space is available. • Monthly Events o Movies in the Park o Music on the Rocks C:\PROGRAM FILES (X86)\NEEVIA.COM\DOCCONVERTERPRO\TEMP\NVDC\8559F690-5372-4E8C-B17B- 0187FD4ED93E\BOYNTON BEACH.6025.1.2017_6-29_VENDOR_POLICY_FOR_CRA_SPECIAL_EVENTS= _MC_COMMENTS.DOCX Boynton Beach Community Redevelopment Agency Vendor Policy for Special Events • Signature Events o Haunted Pirate Fest & Mermaid Splash o Holiday Tree Lighting & Concert o Holiday Boat Parade o MLK Celebration of Unity o Blarney Bash Approved Items Only Vendors must not prepare or sell any products that are not disclosed and approved as part of the application process. The CRA reserves the right to limit the number of vendors which may sell or display similar products. This will enable participating vendors to have less competition, allowing them greater opportunity to prosper from the event. Prohibited Merchandise The CRA reserves the right to refuse applicants who sell any illegal or unapproved merchandise. The following items are prohibited: weapons of any kind (explosives, pepper spray, tear gas, guns, knives, etc.), flying objects, any items that depict hateful language, illegal substances or paraphernalia, and fireworks. The CRA reserves the right to exclude vendors who sell prohibited merchandise from participating in other CRA events. Restrictions There will be vendor restrictions in place for special events that have a specific theme. Certain events have a designated theme or branding, and will therefore have restrictions on the type of vendors that are present. Having unique vendors enhances the overall event and makes a more desirable environment for event patrons. The CRA reserves the right to reject any application at its discretion. No vendors that offer services that conflict with existing services that are being provided by the CRA will be allowed. The CRA will 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 decisions concerning acceptance or rejection of vendor applications. Exclusivity C:\PROGRAM FILES (X86)\NEEVIA.COM\DOCCONVERTERPRO\TEMP\NVDC\8559F690-5372-4E8C-B17B- 0187FD4ED93E\BOYNTON BEACH.6025.1.2017_6-29_VENDOR_POLICY_FOR_CRA_SPECIAL_EVENTS= _MC_COMMENTS.DOCX Boynton Beach Community Redevelopment Agency Vendor Policy for Special Events The CRA reserves the right to offer exclusive rights to any business, regardless of its location. Paid Exclusivity In certain cases, a vendor that pays the CRA may receive exclusive rights to be the premiere and/or sole provider of a specific product or service at an event. Essentially, the vendor would be paying to be a sponsor of the event. Vendor Fees All eligible vendors will be/are required to pay the designated vendor fee for each event. Regardless of business type or individual status there will be no exceptions. Vending Hours All vendors must keep booths intact and open for the duration of the event. No early breakdown is permitted. Vendors who do not abide by this rule will be subject to a $200 deposit or exclusion from future events hosted by the CRA. Cancellation: Cancellation of vendor space is required in writing. Any monies collected for vendor fees will be refunded for cancellations received 30 days prior to the scheduled event. However, no refunds will be made for cancellations that are received less than 30 days prior to the event. Neither the CRA, nor The City of Boynton Beach, their employees or agents shall have any liability or obligation to the Vendor for cancellation or deferral of an event. In the event that the premises in which the event is to be held are inaccessible due to damage, acts of God, or any other reasons that would prevent the event from taking place, the Vendor shall have no cause of action or claim for damages or compensation against the CRA except for the return of any amount previously paid, an in such an event, any vendor agreement shall be terminated. Sales Tax Collection: Vendors are responsible for collecting and submitting sales tax in accordance with state and local laws. C:\PROGRAM FILES (X86)\NEEVIA.COM\DOCCONVERTERPRO\TEMP\NVDC\8559F690-5372-4E8C-B17B- 0187FD4ED93E\BOYNTON BEACH.6025.1.2017_6-29_VENDOR_POLICY_FOR_CRA_SPECIAL_EVENTS= _MC_COMMENTS.DOCX Boynton Beach Community Redevelopment Agency Vendor Policy for Special Events No Guarantee of Results The CRA does not warrant or guarantee any particular results from vending at events, nor does it guarantee any particular number of attendees during the event. Professional Conduct No activities in violation of federal, state, or local laws shall be permitted on the event premises; and it shall be the responsibility of the vendor to enforce this provision with respect to the vendor's own activities. No lewd or indecent actions, conduct, language, pictures, or portrayals shall be included in the activity presented by the Vendor on the event premises; and nothing shall be presented, used, or sold that is contrary to law or prohibited by ordinance of the City of Boynton Beach. Inclusive Event Environment The CRA supports equal access to facilities and opportunities to all persons. The CRA opposes discrimination and harassment against any person because of race, color, religion, sex, gender, national origin, ancestry, age, marital status, disability or sexual orientation. This policy applies to all event personnel, contributors and attendees, including vendors. Evolving Policies The CRA shall have full power in interpretation and enforcement of all vendor policies and may make additional policies as necessary for proper conduct of events. The CRA reserves the right to change this policy at any time, at its discretion. Amendment of Rules/Other All matters not specifically covered by this vendor policy are subject to the decision of the CRA Board of Directors, whose decisions will be final. C:\PROGRAM FILES (X86)\NEEVIA.COM\DOCCONVERTERPRO\TEMP\NVDC\8559F690-5372-4E8C-B17B- 0187FD4ED93E\BOYNTON BEACH.6025.1.2017_6-29_VENDOR_POLICY_FOR_CRA_SPECIAL_EVENTS= _MC_COMMENTS.DOCX I CRA BOARD MEETING OF: October 10, 2017 REPORTS ON PENDING ASSIGNMENTS AGENDAITEM: C.1. SUBJECT: Consideration of CRA Advisory Board Member Attendance at the 2017 Florida Redevelopment Association Conference SUMMARY: The CRA's sate wide professional association, the Florida Redevelopment Association (FRA) holds its annual conference in October each year for the exchange of ideas, review new legislative policies, present best practices and accomplishments as well as to award outstanding programs or achievements by individual agencies. As in previous budget years, the CRA Board considered and approved funding in the FY 2017- 2018 Budget for both the CRA Board and CRA Advisory Board (CRAAB) to attend the 2017 FRA conference. In October 2016, CRA Board member Romelus and CRA Advisory Board members Linda Cross (Chair), Allan Hendricks and Rick Maharajh attended the conference (see Attachment 1). At the August, 29, 2017 CRA Board Special Meeting, the CRA Board approved the authorization for two (2) CRAAB members to attend the 2017 FRA conference as well as funding to cover the cost of the registration and lodging expenses associated with the event for the two CRAAB attendees. The Conference is being held on October 17-20 in Daytona Beach. The deadline for registration is October 9, 2017 (see Attachment II). Staff is seeking direction with regard to CRAAB member attendance in order to complete the FRA conference registration and accommodation process. FISCAL IMPACT: FY 2016-2017 Account Line Item 01-51010-225 (amount to be determined) CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: Recommends the two attendees will be Thomas Murphy, Jr. and Cindy Falco-DicCorrado. The alternate attendees are Dr. Jim DeVoursney, Allan Hendricks and Rick Maharajh. CRA BOARD OPTIONS: N/A. ATTACHMENTS: Description D Attachment I.A.-Sept. 8, 2016 CRAAB Minutes D Attachment I.B.-Oct. 10, 2016 CRA Board Mtg Minutes D Attachment II - 2017 FRA Conference Reg Form Meeting Minutes CRA Advisory Board Boynton Beach, Florida September 8, 2016 Motion made by Mr. Hendricks, seconded by Mr. Maharajh, to approve the remainder of the Consent Agenda as it appears below (without Item C). In a voice vote, the motion passed unanimously (6-0). A. Approval of Advisory Board Minutes 7/21/16 — CRA Plan Consolidation Special Meeting B. Approval of Advisory Board Minutes 8/4/16 D. Approval of an Eligible Commercial Interior Build -Out Grant Increase to Jamerican Cuisine, LLC in the amount of $5,000 for a Revised Grant Total of $11,875 E. Approval of Side Walk Cafe Permit Application for East Ocean Cafe located at 412 E. Ocean Avenue F. Financial Report for Period Ended August 31, 2016 VI. Information Only A. Public Comment Log B. Marketing and Business Development Campaign C. CRA October Meeting Scheduled for Monday, October 10, 2016 @ 6:30 pm, City Hall D. Florida Redevelopment Association (FRA) Annual Conference Chair Cross and Mr. Hendricks are signed up. Mr. Simon reminded the Board members they are invited to attend and advised there is funding available. Board members should call staff if they are interested. He reviewed the conference schedule. E. Florida Festival and Events Association Presentation of Awards to the CRA, MLK Committee and City of Boynton Beach for Project Seahorse, Boynton Beach Celebrates MLK and the Boynton Beach Haunted Pirate Fest and Mermaid Splash F. Movies in the Park Items Pulled from the Consent Agenda: C. Approval of an Eligible Commercial Facade Grant Increase to 508 EBB, LLC in the amount of $5,000 for a Revised Grant Total of $10,000 .19 Meeting Minutes CRA Board Boynton Beach, Florida October 10, 2016 Vice Chair McCray moved to approve. Chair Grant commented he received an email detailing the program activities for the past eight months. They are supportive of the Village initiative with the Boy Scouts. Vice Chair McCray commented the initiative with the Boy Scouts was fine, but they are paying for Officers to be seen on the streets. He never sees them and wanted them to be visible in schools and when students get out of school. He thought there was still room for improvement. Mr. Casello explained they planned to have computers available for afterschool programs when the program began for job searches and homework. Vice Chair McCray commented the other Neighborhood Officer had stated to Vice Chair McCray that he understood they were not doing all Vice Chair McCray had wanted them too, and asked for another chance. Vice Chair McCray requested the program be given another year_ Sergeant Henry Diehl, Neighborhood Police Officer, explained the office does not have specific hours and they do not have the computers. If they did have the computers, they would be available during certain hours. Vice Chair McCray had given Officer Diehl contact information for Rick Maharajh from the CRA Advisory Board. They met with Officer Diehl and he looked at what they had in the office, but has not heard back from him since then. He clarified that occurred around July and he would follow up. They still mentor youth and each Tuesday they go to the Cub Scouts and mentor them. They earned a merit badge for Crime Scene and Forensics. Mr. Casello asked Sergeant Diehl to give a report about the computers for the next meeting. Ms. Romelus asked if this was a donation from Mr. Maharajh and learned it was because it was not a budgeted item. Vice Chair McCray understood he would also look at the Hester and the Carolyn Sims Centers. There was not enough space and he asked if they were willing to reach out to the public and do things in the community. He thought computers were fine, but visibility was important. They used to have Neighborhood Police Officers on bicycles and they would always be in the community speaking with the youth. The program was working in the past and was stopped due to the downturn in the economy. He wanted the officers to sell themselves Sgt. Diehl explained they provide reports on a quarterly basis to CRA staff and understood it would be given to the Board as well. Q Ms. Romelus seconded the motion that unanimously passed. I. FRA Conference W4 Meeting Minutes CRA Board Boynton each, Florida October 109 2016 Mr. Katz explained some members made plans to attend this conference, but this conference was in the next few days and the funds for them typically do not extend to advisory boards. If they go on paid conferences, it opens to door for all advisory boards to request similar treatment. He did not think it was a prudent use of CRA funds and it was a slippery slope to extend paid training to advisory boards as there are dozens of them. Mr. Simon explained the cost to send five individuals was almost $5,000. Mr. Katz did not favor singling out the CRA Advisory Board and it would add up to be a pot of money that could be better spent. Mr. Simon indicated to Vice Chair McCray the Board voted to send the Advisory Board members, but Vice Chair McCray did not recall doing so. Mr. Casello recalled speaking with Ms. Brooks who indicated training would be good for the CRA Advisory Board, but also did not recall voting to approve the travel, although he agreed in principal. He wanted to see when the vote was taken to allocate the funds. Mr. Simon had provided the information in regard to the general fund budget. There was $12,000 for attendance and the justification was to cover the cost of CRA Advisory Board attendance and training. Also at the August 9th meeting, under New Business, Ms. Brooks explained funds were budgeted for all the members to attend and were still trying to get the final numbers of those in attendance or who would desire to attend. Under information only on September 13th, the conference was already included. Mr. Simon noted, the budget could be amended to reflect that decision or the Board could wait until June or July. Mr. Casello agreed with Mr. Katz. Mr. Simon explained the intent of the CRA Advisory Board is under the Board's purview. It was staff's impression, the more knowledge the Advisory Board had, the better advice and training they could provide. The CRA Board is a different entity than the City. The Planning and Development Board has a Statute to operate under and receives direction under the City Attorney. The CRA is its own private entity and it was staffs recommendation that those involved in making decisions on spending would benefit. Staff will wait for the Board to direct funds in next year's budget and will not offer those funds. Vice Chair McCray commented the funds are still tax dollars. Vice Chair McCray explained Ms. Brooks did not run the Agency; the CRA Board did and Ms. Brooks made a recommendation. He commented all 12 members did not have to attend. He asked if the prior seven member board attended any conferences and learned they did. He favored the Board reviewing the issue again after the members returned, as they need to be more responsive to when it comes to being a fiduciary member. Chair Grant agreed it was tax dollars. David Katz, 67 Midwood Lane, advised the two members that attended the conference in the past were CRA Board members and not Advisory Board members. He distributed the Boynton Beach CRA Travel policy with highlighted portions. He read the authorization and reimbursement policy prior to travel, the member is to complete a conference and travel request form and submit it for approval with a description of the conference. As approved at the October 9, 2007 CRA Board Meeting, all travel by CRA Board members, W, Boynton Beach, Florida October 10, 2016 not advisory board members, must be approved in advance by the CRA Board. The minutes that Vice Chair McCray mentioned, had no mention of a CRA Advisory Board member. He read Section D, travel approval and reimbursable expenses indicated authorized travel is defined in the annual CRA Budget as approved by the CRA Board for non -local, local and regional travel and entertainment expenses related, to a public purpose. The CRA Advisory Board does fall under the heading of public purpose for the travel as they are an Advisory Board. The next page said "CRA Board member travel shall be approved by the CRA Board Chair or Vice Chair and Executive Director, in advance by the CRA Board at a regularly scheduled meeting. He pointed out it was never an agenda item at any meeting. Mr. Katz had reviewed the Advisory Board minutes. He thought it was a fairly large sum of money and it is a fairly large volunteer board. The conference was a Florida Redevelopment Association conference, and there were members of the Planning and Development Board who are more qualified in development and redevelopment than the CRA Advisory Board. Mr. Katz explained the Planning and Development Board members attended a seminar which they paid for on their own and the members were not afforded the $25 fee. Florida Statute 163 only gives CRA Board members reimbursement of certain travel and expenses incurred during a properly authorized and legally approved travel vote which was not done. It would involve putting travel on the CRA Board agenda and voted on by Board members. He noted this was done for the CRA Board members as Ms. Romelus was attending. He approved of Ms. Romelus attending, but not the CRA Advisory Board members. He asserted if the CRA staff initially suggested and authorized an inappropriate expenditure to the CRA Advisory Board members, then maybe there needed to be additional changes or a training session as CRA tax dollars are not a piggy bank for advisory board member travel, cell phones or computers which was recommended by the former CRA Director when no other board has them He commented this inappropriate and possibly illegal expenditure is in direct conflict with the CRA's own travel policy which was approved October 9, 2007. It was Mr. Katz's opinion that F.S. 163 does not afford the latitude of sending advisory board members on this travel, and he would appreciate as a taxpayer rescinding their travel, saving taxpayers that money which could be better used in the HOB. James DeVoursey, 2625 Lake Drive North, understood $5,000 is a lot of money, but understood members were attending and it was approved already. He commented the curriculum of the conference was outstanding and attendance would afford the CRA Advisory Board to bring their A game to the meetings. He thought a cost benefit analysis should be conducted before taking any action to see what kind of benefit they have. The four Advisory Board members would bring back information and the other members would benefit as well. He thought it was a small investment with a great return. He respectfully requested the matter be analyzed. RE Meeting Minutes GRA Board Boynton each, Florida October 10, 2016 Mr. Casello inquired why the estimates differed and learned it was due to different mileage and events. Vice Chair McCray asked if they would set a precedent if they approved the item and if it was within the Board's purview, Attorney Duhy responded it is discretionary and any action the Board would take would not affect the Board's future rights to change their mind or reprioritize their funds. He asked Mr. Simon if reservations were made and all was set to go and learned they were. Vice Chair McCray commented travel in the future is a Board decision. He did not want to tell the members to unpack. The motion was for the CRA Advisory Board to attend since they already had reservations. z. Vice =. Vice Chair McCray moved to approve it and next time the Board will be more responsive in a fiduciary fund. Mr. Casello seconded the motion. Ms. Romelus added she believes in education and the conference will yield a better product. She was surprised to learn they were attending and thought it was not a luxury that would be afforded to them, but she was glad they were going. She suggested in the future, limiting conferences each year so only a few Advisory Board members attend. She agreed the Board needed to be fiscally responsible to the taxpayers, but thought the public would not mind allowing members in the City to serve them in the best possible way. The motion unanimously passed. ANSMEOMM 1. Discussion of the Feasibility of a Regular Art Walk Event on Ocean Avenue Chair Grant reviewed the Advisory Board thought this item should be referred to the Arts Commission to develop and it would be discussed on the City Commission level. 2. City Services Survey for the CRA U��Ca. .• HM=. C. New Assignments: 9 REDEVELOPMENT `ION 2017 Annual Conference October 18-20, 2017 Hilton Daytona Beach Resort/Ocean Walk Village Please download and send in this registration form, as it is required to ensure space. This form is also posted at www.redevelogment.net/annualconfere Complete a form for each registrant with all fees payable to FRA Annual Conference, P.O. Box 1757, Tallahassee, Florida, 32302-1757. Visa or MasterCard payments may be faxed to Heidi Hogarth at (850) 222-3806 or emailed to hhQgdrth@ffcities.com. FRA dues must be paid by October 1, 2017 to receive the member rate. Conference registration deadline is October 9, 2017. Cancellations must be made in writing by the close of business on October 9, 2017 to receive a refund and will be subject to a $50 processing fee. Full Name: Title: Mailing Address: City: Phone: Email: Guest Name (if purchasing): Nickname: Organization State: Zip: Nickname: REGISTRATION TYPE MEMBER* NON - SUB -TOTALS MEMBER Full Registration** $ 395 $ 480 Wednesday, Oct. 18 Only*** $ 325 $ 350 Thursday, Oct. 19 Only*** $ 345 $ 375 Guest/Spouse** $ 315 $ 345 CRA Board Basics**** Wednesday, Oct. 18 8:00 a.m. — 11:00 a.m. $ 25 $ 25 Mobile Tours**** Wednesday, Oct. 18 7:45 a.m. - 11:15 a.m. $40 each $ South Daytona and New Smyrna Beach (Space available basis) $40 each $ Daytona Speedway Redevelopment (Daytona Intl. Speedway) (Space available basis Student Comp see notes Comp see notes Comp see notes GRAND TOTAL $ See next page for payment information 1 Florida Redevelopment Association October 18-20, 2017 Hilton Daytona Beach Resort/ Ocean Walk Village Registration Payment Information *Members: FRA dues must be paid by October 1, 2017 to receive the member discount in advance. **Full and Guest registrations: Include all workshops and meal functions. Guests are spouses, partners or non- professional relations. Guest registration may not be used for staff or company representatives. ***One -day registration: Includes workshops and meal functions scheduled for that day only. ****Mobile tours and CRA Board Basics: Registrations are not included in the full registration, see additional fees. Student Registration: Must be a full-time university student. Fee includes access to all workshops only, no meal functions. Extra Tickets: Email Heidi Hogarth at 1717Qgdtth@Wcities.comto order additional tickets for ticketed functions. Special Needs: If you have special physical needs, or a dietary preference, please let us know on the registration form. Please submit payment with each registration. (If paying by check mail to FRA Annual Conference, P. O. Box 1757, Tallahassee, FL 32302) • Check (Payable to FRA Annual Conference) - Visa - MasterCard (No Amex accepted) Total to be charged to credit card (refer to page 1 for registration fees): $ Credit Card Number Exp. Date Card Holder's Name Signature Billing Address (if different from above) Conference program details and hotel information are posted at www.redevelopment.net. Please be sure to send pages 1 & 2 to Heidi Hogarth at 1717Qgdrtl7@)§�cities.com or fax to Heidi at (850) 222-3806. 2 PURCHASE AND DEVELOPMENT AGREEMENT This Purchase and Development Agreement (hereinafter "Agreement") is made and entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes (hereinafter, "SELLER") and OCEAN ONE BOYNTON, LLC (hereinafter, "PURCHASER"). 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, the "Property"): See Attached Exhibit "A." 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 developments art 1 O D wid wa t k e va kw wi t fa7 t11 7n the S7te .Pl�ki1 ttch i, h tato,_ as Exhibit `B." (the "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, and shall be credited against Buyer's costs at closing. 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 "CSW" attached hereto, 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, restrictions and other conditions except only the following (collectively, the "Permitted Exceptions"): (a) general real estate taxes and special assessments for the year of Closing and subsequent years not yet due and payable; (b) covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey 00824425-1 P:\WpDocs\Ocean One Boynton\Purchase & Development Agreement) l 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 ("Feasibility Period"), PURCHASER and PURCHASER'S agents, employees, designees, contractors, surveyors, engineers, architects, attorneys and other consultants (collectively, "Agents"), shall have the right, at PURCHASER'S expense, to make inquiries of and meet with members of Governmental Authorities regarding the Property and to enter upon the Property, at any time and from time to time with reasonable notice to SELLER and so long as said investigations do not result in a business interruption, to perform any and all physical tests, inspections, and investigations of the Property, including but not limited to Phase I and Phase II investigations, which PURCHASER may deem necessary. During this Feasibility Period, PURCHASER may elect, in PURCHASER'S 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 PURCHASER'S testing 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 PURCHASER' S testing and investigation (other than proprietary information prepared solely by Purchaser). PURCHASER hereby agrees to indemnify and hold SELLER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, attorney's fees, for nonpayment for services rendered to PURCHASER (including, without limitation, any construction liens resulting therefrom) or for damage to persons or property arising out of PURCHASER'S investigation of the Property. PURCHASER'S obligations tinder this Section shall survive the termination, expiration or Closing of this Agreement. 7.1 Seller's Documents. 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 borings and other physical reports) in SELLER'S possession 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 ("Title Investigation Period"), PURCHASER shall obtain, at the PURCHASER'S expense, from a Title Company chosen by PURCHASER (hereinafter "Title Company"), a Title Commitment covering the Property and proposing to insure PURCHASER in 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 has to the condition of title (hereinafter "PURCHASER'S Title Objections"). If PURCHASER fails to deliver PURCHASER'S Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. If PURCHASER timely delivers the PURCHASER'S Title Objections, SELLER shall have thirty (30) days to attempt to cure and remove the PURCHASER'S Title Objections (hereinafter "Cure Period"). It is understood by the parties that SELLER shall have no PURCHASE AND DEVELOPMENT AGREEMENT Page 3 of 28 obligation to incur costs or initiate legal proceedings to address PURCHASER'S Title Objections. In the event that SELLER is unable to cure and remove, or cause to be cured and removed, the PURCHASER'S Title Objections within the Cure Period to the satisfaction of PURCHASER, then PURCHASER, in PURCHASER'S sole and absolute discretion, shall have the option of (i) extending the Cure Period and the Closing for one additional thirty (30) day period, or (ii) accepting the Title to the Property as of the time of Closing or (iii) canceling and terminating this Agreement, in which case, the Deposit, if any, shall be returned to PURCHASER and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Prior to the Closing, PURCHASER shall have the right to cause the Title Company to issue an updated Title Commitment ("Title Update") covering the Property. If any Title Update contains any conditions which did not appear in the Title Commitment, and such items render title unmarketable, 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 PURCHASER'S expense, may obtain a current boundary survey (the "Survey") of the Property, indicating the number of acres comprising the Property to the nearest 1/100th of an acre. If the Survey discloses 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 "Conditions to Closing") are either fulfilled or waived by PURCHASER in writing: 8.1 Representations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. 8.2 Condition of Property. The 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 r Qgar ding the I'rooeLM 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. CLOSING DOCUMENTS. The SELLER shall prepare, or cause to be prepared, 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 Warranty Deed (the "Deed") conveying to PURCHASER valid, good, marketable and insurable fee simple title to the Property free and clear of all liens, encumbrances and other conditions of title other than the Permitted Exceptions, consistent with Section 6 of this Agreement. 9.2 Seller's Affidavits. SELLER shall furnish to PURCHASER an owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien law; and that there are no parties in possession of the Property other than SELLER. SELLER shall also tarnish 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 based upon the current year's tax with due allowance made for maximum allowable discount. If Closing occurs at a date when the current year's millage is not fixed and current year's assessment is available, taxes will be prorated based upon such assessment and prior year's millage. If current year's assessment is not available, then taxes will be prorated on prior year's tax. A tax proration based on an estimate shall, at request of either party, be readjusted upon receipt of tax bill. 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.). Each party shall be responsible for their own attorneys' fees. The PURCHASER shall be responsible for the payment of the survey and the title insurance searches and policies. 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 to the Closing Agent designated by PURCHASER, the Closing Documents. The Closing Agent shall, at Closing, deliver the Closing Documents and a "marked - tip" Title Commitment to PURCHASER, and promptly thereafter, record the Deed and other recordable Closing Documents in the appropriate public records. 10.4 Existing Mortgages and Other Liens. At Closing, SELLER shall obtain, or cause to be obtained, satisfaction or release of record of all mortgages, liens and judgments applicable to and encumbering the Property. 11. REPRESENTATIONS, COVENANTS AND WARRANTIES. 11.1 Seller's Representations and Warranties. 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 SELLER'S capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its terms. The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 11.3 Title. SELLER is and will be on the Closing Date, the owner of 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 Purchaser's Default. In the event that this transaction fails to close solely due to PURCHASER's refusal to close, and such failure to close is not a result of SELLER's 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 tinder 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 tinder 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 Seller's Default. In the event that SELLER shall fail to fully and timely perform any of its obligations or covenants hereunder or if any of SELLER'S representations are untrue or inaccurate, then, notwithstanding anything to the contrary contained in this Agreement, PURCHASE AND DEVELOPMENT AGREEMENT Page 6 of 28 PURCHASER may, at its option: (1) declare SELLER in default tinder 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 E 11 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 14 SE 4t' Street, 436 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, 4 --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 Linder 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, damages, costs or expenses (including, without limitation, attorney's fees) of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by either Party or on its behalf with any broker or finder in connection with this Agreement. However, SELLER'S indemnification obligations shall not exceed the statutory limits provided within Section 768.28, Florida Statutes, and CRA does not otherwise waive its sovereign immunity rights. The provisions of this Section shall survive Closing or termination of this Agreement. 17. ENVIRONMENTAL CONDITIONS. To the best of SELLER'S knowledge, the Property and the use and operation thereof are in compliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning and environmental laws and regulations. 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. 1'rr tla� 1?ii4 re PURCHASE AND DEVELOPMENT AGREEMENT Page 8 of 28 18.3 Development Development Timeline. The City has approved PURCHASER's Site Plan. PURCHASER agrees to diligently and continuously pursue approval of all other necessary approvals lentil 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 tl+--- a1� --- r ..la 1 a4 t11 _E 1fccti�e I)atc o1 the ax Encr inert 1ZeVer e t 7nnc (hereinafter "Construction Commencement Period") 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 "Plaza") on the Property containing benches, walkways and landscaping in accordance with Exhibit "F" attached hereto and made a part hereof by reference no later than twelve (12) months after the expiration of the Construction Commencement Period.Th,_Special arranty I)eed shall melu4c..4..rest7iction consistent )�it1 the recJL111-eMCnth, of this Section in a iorin SUbstantj_allY._ n_accor� accordance with.._Exhib t._`..`.0"..".._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 tinder this Agreement. Time periods commencing with the Effective Date shall not include the Effective 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 * 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 enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including those at the appellate level, shall be awarded to the prevailing party. 19.9 Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the CRA and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. 19.10 Recording. This Agreement may be recorded in the Public Records of Palm Beach County, Florida. PURCHASE AND DEVELOPMENT AGREEMENT Page 10 of 28 19.12 SELLER Attorneys' Fees and Costs. SELLER acknowledges and agrees that SELLER shall be responsible for its own attorneys' fees and all costs, if any, incurred by SELLER in connection with the transaction contemplated by this Agreement. 19.13 Public Records. SELLER_is public agency subject to Chapter 119, Florida Statutes. The PURCHASER shall comply with Florida's Public Records Law. Specifically, the 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; a. 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 PURCHASER'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, FL 33435; or BoyntonBeachCRA(c�hhfl.us. 19.14 Right of First Refusal. a. Prior to a "Termination Event" (as defined below) Purchaser hereby grants to Seller a right of first refusal to purchase the Property pursuant to the terms and conditions set forth in this Section 19.14 ("Right of First Refusal")- f v,,: (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 Seller ("Notice"). 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 lir e archLt, r 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, then Seller's right of first refusal shall be deemed to have been waived. b. This Right of First Refusal shall terminate upon the issuance of a certificate of occupancy, certificate of completion or other equivalent certification -12-i the . eveIogment ProJ_ect,n issued by the applicable governmental authority for improvements made to the Property (a "Termination Event"). 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 Seller's rights hereunder shall be recorded in the public records of Palm Beach County, Florida pursuant to a Memorandum of Right of First PURCHASE AND DEVELOPMENT AGREEMENT Page 12 of 28 Refusal. The Memorandum and the rights tinder this paragraph shall terminate automatically and without further action upon a Termination Event. 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 .3 IN Print Name: Print Name: Steven B. Grant Title: Date: Title: Chair Date: Witnesses: Witnesses: Approved as to form and legal sufficiency: CRA Attorney PURCHASE AND DEVELOPMENT AGREEMENT Page 14 of 28 EXHIBIT "A" LEGAL DESCRIPTION LOTS 1 AND 2, EXCEPT THE EAST 25.00 FEET THEREOF AND EXCEPT THE WEST 25.00 FEET THEREOF, AS SHOWN UPON THE PLAT ENTITLED "AGREEMENT PLAT", SHOWING PROPERTY IN THE NORTHWEST QUARTER (N.W. 114) OF THE NORTHWEST QUARTER (N.W. 114) 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 BEACH COUNTY, FLORIDA: THENCE RUN SOUTH 89 DEGREES 45'09" EAST ALONG THE NORTH LINE OF SAID LOT 1, A DISTANCE OF 37.28 FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF N.E. 2ND AVENUE AS NOW LAID OUT AND THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 89 DEGREES 45'09" EAST ALONG SAID SOUTH RIGHT OF WAY LINE AND ALONG THE NORTH LINE OF LOT 1, A DISTANCE OF 254.12 FEET TO A POINT ON THE WEST RIGHT OF WAY LINE OF N.E. 6TH COURT AS NOW LAID OUT; THENCE RUN SOUTH 01 DEGREES 23'56" EAST, ALONG SAID WEST 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 SAID CURVE HAVING A RADIAL BEARING OF SOUTH 88 DEGREES 36' 04" WEST; THENCE RUN ALONG THE ARC OF SAID CURVE TO THE LEFT A DISTANCE OF 40.02 FEET TO THE POINT OF TANGENT, SAID CURVE HAVING A RADIUS OF 25.00 FEET, A CENTRAL ANGLE OF 91 DEGREES 42'50", A CHORD BEARING OF NORTH 47 DEGREES 15'21" WEST AND A CHORD DISTANCE OF 35.88 FEET; THENCE RUN SOUTH 86 DEGREES 53'14" WEST, A DISTANCE OF 41.94 FEET TO A POINT; THENCE RUN NORTH 76 DEGREES 26'58" WEST, A DISTANCE OF 50.34 FEET; THENCE RUN NORTH 89 DEGREES 45'09" WEST, A DISTANCE OF 129.70 FEET TO A POINT OF CURVATURE CONCAVE TO THE SOUTHWEST; THENCE RUN ALONG THE ARC OF SAID CURVE TO THE LEFT A DISTANCE OF 31.87 FEET TO A POINT ON THE EAST RIGHT OF WAY LINE OF STATE ROAD NO. 5 (FEDERAL HIGHWAY) AS NOW LAID OUT; SAID CURVE HAVING A RADIUS OF 20.00 FEET, A CENTRAL ANGLE OF 91 DEGREES 17'55", A CHORD BEARING OF SOUTH 44 DEGREES 35,531, WEST AND A CHORD DISTANCE OF 28.60 FEET; THENCE RUN NORTH 01 DEGREES 03'04" WEST ALONG 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 ANGLE OF 91 DEGREES 17'55", A CHORD BEARING OF NORTH 44 DEGREES 35,541, EAST AND A CHORD DISTANCE OF 17.16 FEET. PURCHASE AND DEVELOPMENT AGREEMENT Page 16 of 28 EXHIBIT `B" PURCHASE AND DEVELOPMENT AGREEMENT Page 17 of 28 FkMBE"I "C" SPFC[Al WARRANTY [>FFD PURCHASE AND DEVELOPMENT AGREEMENT Page 18 of 28 RECORD & RETURN TO; Gary S. Dunay, Esq. Dunay, Miskel and Backman, LLP 14 SE 4`r' Street, 436 Boca Raton, FL 33432 Property Control No. SPECIAL WARRANTY DEED This Indenture, made this day of I 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 I 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 Grantee's heirs, successors and assigns forever, the following described land, situate, lying and being in the County of Palm Beach, State of Florida (the "Property"), to wit: SEE EXHIBIT "A" ATTACHED HERETO The Property conveyed herein is subject to the following restriction: The Property set forth on Exhibit "A" shall be included with the adjacent property already owned by Grantee as referenced on Exhibit "B" and together are hereinafter collectively referred to as the "Project."- Grantee has received approval from the City of Boynton Beach for the site plan, attached hereto as E xhibrt C, n (h reinafter the ' ro7� ct'"hand shall diligently and continuously undertake commercially reasonable efforts to obtan_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 4+e °,ate--- o-f---ilw-ctf*,�Hu a itla flea 4-...: r-ertx the E ffectiv e I ate of th lax [11CIT111C11t EZeVel-i e Irdn�iinQ �Ngreeincnt attached hereto as Exhibit "D." (the "Construction Commencement Period"). I a7. 7I7oww or t117w 7ecirtl �iarrrmt ' E)eecl the tel 7� "conrn� nce con trtuction" shall obta7nfnQ an official pe nnit in hand for any of the COI -action activities contained herein gni b a7nnrnQ to actually �11o1is exc4vat or �p�� th tt ror d�vsJiTTnent of the Ltpplic-ab I e 11h4 � or the P7(Jsc fn accordance with the City Code and cont7nrnnQ renal completion or constnictfon or the pn Ct or Phase of th Protect pphcable in accordance N""7th the Florida I3aaildin<z Code. PURCHASE AND DEVELOPMENT AGREEMENT Page 19 of 28 In the event Grantee fails to commence construction for the development of the Project as provided +gala' a2tw�;a I,rr07 i1?c �;, Grantee shall be obligated to commence construction of a public plaza (the "Plaza") on the Property containing benches, walkways, landscaping, irrigation and lighting in accordance with the provisions of Exhibit Notwithstanding the foregoing, if at any time thereafter, Grantee commences 11 cc71st7 act,a l,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 tinder 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 41 Signature Name Title: Witness #1 Printed Name Witness 42 Signature Witness 42 Printed Name STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this day of by as PURCHASE AND DEVELOPMENT AGREEMENT Page 20 of 28 of Boynton Beach Community Development Agency, who is personally known to me or who produced a driver's license as identification. Notary Public PURCHASE AND DEVELOPMENT AGREEMENT Page 21 of 28 SPECIAL WARRANTY DEED EXHIBIT "A„ LEGAL DESCRIPTION OF PROPERTY LOTS 1 AND 2, EXCEPT THE EAST 25.00 FEET THEREOF AND EXCEPT THE WEST 25.00 FEET THEREOF, AS SHOWN UPON THE PLAT ENTITLED "AGREEMENT PLAT", SHOWING 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; 99LI 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 PURCHASE AND DEVELOPMENT AGREEMENT Page 22 of 28 RECORDS OF PALM BEACH COUNTY, FLORIDA: THENCE RUN SOUTH 89 DEGREES 45' 09" EAST ALONG THE NORTH LINE OF SAID LOT 1, A DISTANCE OF 37.28 FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF N.E. 2ND AVENUE AS NOW LAID OUT AND THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 89 DEGREES 45' 09" EAST ALONG SAID SOUTH RIGHT OF WAY LINE AND ALONG THE NORTH LINE OF LOT 1, A DISTANCE OF 254.12 FEET TO A POINT ON THE WEST RIGHT OF WAY LINE OF N.E. 6TH COURT AS NOW LAID OUT; THENCE RUN SOUTH 01 DEGREES 23'56" EAST, ALONG SAID WEST RIGHT OF WAY LINE, A DISTANCE OF 54.89 FEET TO A POINT OF CURVATURE, CONCAVE TO THE NORTHWEST SAID CURVE HAVING A RADIAL BEARING OF SOUTH 88 DEGREES 36' 04" WEST; THENCE RUN ALONG THE ARC OF SAID CURVE TO THE LEFT A DISTANCE OF 40.02 FEET TO THE POINT OF TANGENT, SAID CURVE HAVING A RADIUS OF 25.00 FEET, A CENTRAL ANGLE OF 91 DEGREES 42' 50", A CHORD BEARING OF NORTH 47 DEGREES 15' 21" WEST AND A CHORD DISTANCE OF 35.88 FEET; THENCE RUN SOUTH 86 DEGREES 53' 14" WEST, A DISTANCE OF 41.94 FEET TO A POINT; THENCE RUN NORTH 76 DEGREES 26,58" WEST, A DISTANCE OF 50.34 FEET; THENCE RUN NORTH 89 DEGREES 45'09" WEST, A DISTANCE OF 129.70 FEET TO A POINT OF CURVATURE CONCAVE TO THE SOUTHWEST; THENCE RUN ALONG THE ARC OF SAID CURVE TO THE LEFT A DISTANCE OF 31.87 FEET TO A POINT ON THE EAST RIGHT OF WAY LINE OF STATE ROAD NO. 5 (FEDERAL HIGHWAY) AS NOW LAID OUT; SAID CURVE HAVING A RADIUS OF 20.00 FEET, A CENTRAL ANGLE OF 91 DEGREES 17' 55", A CHORD BEARING OF SOUTH 44 DEGREES 35'53" WEST AND A CHORD DISTANCE OF 28.60 FEET; THENCE RUN NORTH 01 DEGREES 03'04" WEST ALONG 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 ANGLE OF 91 DEGREES 17' 55", A CHORD BEARING OF NORTH 44 DEGREES 35,54" EAST AND A CHORD DISTANCE OF 17.16 FEET. PURCHASE AND DEVELOPMENT AGREEMENT Page 23 of 28 SPECIAL WARRANTY DEED EXHIBIT "B" GRANTEE'S XISTI PROPERTY Lot 41, DEWEY'S SUBDIVISION, according to the Plat thereof, as recorded in Plat 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, at Page 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). PURCHASE AND DEVELOPMENT AGREEMENT Page 24 of 28 SPECIAL WARRANTY DEED EXHIBIT "C" PROJECT SITE PLAN PURCHASE AND DEVELOPMENT AGREEMENT Page 25 of 28 SPECIAL WARRANTY DEED EXHIBIT "D" TAX INCREMENT REVENUE FINANCE AGREEMENT PURCHASE AND DEVELOPMENT AGREEMENT Page 26 of 28 SPECIAL WARRANTY DEED EXHIBIT "E" PUBLIC PLAZA PURCHASE AND DEVELOPMENT AGREEMENT Page 27 of 28 EXHIBIT IAB EiE z^ Hyl E rzr7n n "T ANTAX I CIZE,Ml-,N'1' EZE,Vl-, C?E, FIPtiAPtiC F n , PURCHASE AND DEVELOPMENT AGREEMENT Page 28 of 28 F 111BI"I" I"EIE; PLAZA DE t�FI OPMEN"I" PLAN 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, a public 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 44p++W+14, will include a minimum of 231 multi -family units with related amenities and approximately 8,575 square feet of commercial space a, dElcted inthe ite[1hingtiached ,__ #&f4-g,—(hereinafter referred to as the 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 for the 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: 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 with all applicable 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 subcontractor or 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 used reasonable means to comply with the associated directives and/or provisions /Formatted: Highlight 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 Livino 'aoe" mea s I Comment [TDll Need definition 00837587-1 2 2.11 "Nationally Recognized High Performance Green Building Rating System"-- f F..tted: indent: First line: 0.5" 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 by agreed upon percentage factor as provided for in this Agreement. 2.12 "Property" means the property subject to this shall be developed as more particularly described in Ixhibit `' ement upon which the Project �=� :-s-�a2t11- :-�-va:�� .�t.G;...��€���i l�rrl�c... • iiia i�r�-- .... "bit-_" `,"" _ �. 2.134 Site Plum shall nuc ii the Site Ilam attached hereto as Exhibit "A," 2.....1 .4, ."Substantial Completion" means the point in construction of the � "I -ase -of the Ph w [ It?� roe tent is hereinttter defined in �ttagraph --3. 1.1 bctow, where /Formatted• Highlight 44e -construction sufficiently complete so the owner may use or occupy e4-144+asL-4-the Project for its intended purpose. Section 3. Developer's Obligations and Covenants. 3.1 Construction of the Project. Developer agrees to Commence Construction of "a -a -4+"ff l'toj_ _ct within two (2) years of the Effective Date of this Agreement. i-w-�'-lir_-��.=,rte;--t�-E;aae�a�;e--iv €�va��-i�aa—c-�=-1�' a2�;e--ll....iia-ha"-t-��--��-�-�•�a€�aa�la-�;--c�i. 3.1.1 4'laa�€ =tla _I 11 Project shall con o7 n to the Site Plan and shall include-,-i4 the following, which shall aa h--7 rnft r__be referred to as "Phase I a. Developer shall construct a minimum of 231 multi -family residential units with related amenities. 4 ----------------Developer shall construct a minimum of 8,575 square feet of� Formatted: indent: First line: o° commercial/retail space;, Developer shall construct Parking Improvements, conceptually depicted on F+ xhibit "C ' hereto, consisting, at a minimum of Fifty (50) public parking Comment [TD41 NEED parking graphic spaces that shall be restricted for public use and that shall not be available to the Phase I residential units. The Parking Improvements may consist of structured parking, surface parking, valet parking, mechanical parking, shared parking or any other means as allowed under local city ordinance.L pan conr�letion of the Formatted: Highlight publicarlcin� suaccs Dc�cloer and die CRA shall enter into a Parking Mana�en ent A�reentent to establish the maintenance restx nsibilities of the CRA for the public parking s xaces. 4-L ............... Construction of the multi -family residential units for the P4asi&Ithe Project /Formatted: Highlight shall be in compliance with,-cmalify for and receive Florida Green Building Certification. - e -d -------- Prior to and during the construction of I the Project, 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 Contractors requirements that the Contractors use Good Faith Efforts to hire and train City residents to participate in the construction of Phase I of the Project; • Provide a list of job positions and descriptions to the Community Outreach Partner and agree to give priority to qualified job applicants referred by the Community Outreach Partner to participate in the construction of Phase I of the Project; •----- Use Good Faith Efforts to offer permanent job positions resulting from Phase I of the Project to qualified City residents; Beach Ca.7l.7rt1nity FIi«h School and Satath Tech 'Ncadenty' in Boy'ntan and 00837587-1 4 Formatted: Left, Indent: Left: 0.5", Line spacing: Multiple 1.08 li, No bullets or numberinq Formatted: Highlight Formatted: Highlight • Pay or cause to be paid new hires in all permanent positions residing within the City a minimum of the Living Wage. �1•: �1 3�€>' k-�=..-��._,��,----�la�:-la—:;la���.....�r�:lx:.: �. � _ �' . _2�11....�--- � �- � t •a----� '_2tw�--€...��:....'1-li2t�;-�-�;1-_t��ti�-----=I�1 '� 1€+t�-�= ...., , , € 1 ttr :k r, e -� 4i-a*et—. Formatted: Normal, No bullets or numbering Formatted: Normal, Indent: Left: 0" Formatted: Normal, No bullets or numbering Formatted: Normal, Justified Formatted: Normal, No bullets or numbering Formatted: Indent: Left: 0", Tab stops: Not at Y Formatted: Normal, No bullets or numbering Section 4. Annual Performance Report. Developer shall annually provide the CRA with an Annual Performance Report for e4+-H+a`-the Project a pp4e indicating the status of Developer's compliance with the reoUirel]I ntS of this A i7� nt � raa E� --- 41w, app4e�+a�,�---as set forth in Sections 3 and 5 of this Agreement and evidencing that Developer has paid all property taxes for jhtzt l l t '-the Property for the preceding — Formatted: Not Highlight 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 44M." Section 5. Certification Requirements. 5.1 As a condition precedent to its receipt of any Pledged Project Increment Revenue ..tslafsla gala €?a; tst�lp pursuant to this Agreement: 5.1.1 Developer 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 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 5.1.2 Developer must have timely provided its Annual Performance Report, ala t1a i;€� 4 1a2t ....stet providing Iva ...lea pltf �tpl;ln, G� :fa evidence of compliance with the requirements of this Agreement 44r +e -€gam ' , >1 a as set forth below and evidencing that Developer has paid all property taxes for the preceding year;_q.11 �Se1,3 The CRA has reviewed and apr)roved the Annual Performance Report as Formatted: Font: Bold, Highlight ccrtifvinp Develo per's compliance witr� all conditions�recedent for receiving Pledged Formatted: Highlight Increment Revenue for that Phase I, which ap proval shall not be unreasonably withheld Formatted: Highlight ................................................................................................................... Formatted: Highlight Formatted: Highlight 5.1.3 The CRA has received Tax Increment Revenues from the completed Phase I Improvements 44r_44+e--4)4+zt,e i "I + 2ta+Fl_4POe k-4(+r.-tla E 4-ase-41- tl ' _2tw %1=l erg+ subsequent to the Base Year- and ear and 5.1.4.Developer shall not be entitled to any Pledged Project Increment Revenue-fFormatted: Indent: Left: o.s" payments if the Developer has failed to meet its obligations Linder this Agreement or is otherwise in default tinder the terms of this Agreement and has failed to sufficiently cure the default as provided for herein after appropriate notice of such default has been given. There is no obligation by the CRA to disburse the Direct Incentive Funding during any cure period or in the event the Developer is in default of this Agreement so long as, once a default is cured, Developer shall continue to receive their Direct Incentive Funding for e44+er-4- '-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. 5a ..n �lrould Develo per fail tonneet the benclpmarlcs set below repardinp occtt pancv of Formatted: Font: Bold, Highlight the 8,575 square feet of con-irnercial/retail space for any year of thePhase n1Developer's Formatted: Indent: First line: o.s", Line percentage of trre Pledged Increment Revenue to be Maid to Developer shall be redticed by 10% spacing: single for that year of the Phase E Terni. .. e Developer must certifv that 25% of the con-imercial/retail s pace shall be occu pied Formatted: Highlight by commercial/retail tenants during the second and third years of the Phase I Formatted: Font: Not Bold, Highlight Term as defined herein. Formatted: Highlight 6 e Developer must certify that 50% of the conimerciaUretail s pace shall be occupied ..................................................................................................................................................................................... Formatted: Bulleted + Level: 2 + Aligned Tat: by con"uziercial/retail tenants dtirina the fourth, fifth and sixth year of the Phase I 0.75" + Indent at: Y Term as defined herein` and e "70% of the coni il tenants durinu the seventh and. ei.cylith 'ears of the Phase I Tern+ as defined herein. Formatted: Font: Bold Formatted: Indent: Left: 0.5" 5.2114"i-it-iI-Certification. 5.2.1 Developer 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. 5.2.2 Developer 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 spaces and 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. 5.2.3 Developer shall confirm in its Annual Performance Report that it has met its obligation under Section 3.1.1.d of this Agreement by providing Certification verifying compliance with a Nationally Recognized High Performance Green Building Rating System. 5.2.4 Developer shall certify in its Annual Performance Report that it has met its obligation under Section 3.1. he 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 Agreement and require all Contractors to 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, address and the number of hours worked for the period, until a Certificate of Occupancy is issued for at least 90% of the residential units of Phase I of the Project. :l f� a 4r as r 1 1' apt i last i s L=,r�i-�-va----��ad -- , •�-va---3- -1-: �-�;...:�-1-,�.: � �1 � .' . � � ..... ��:..tl '. .. �. �-- °'.: ' a I' tl ova e -�* C re, :lf� 4raarl 1'a�t i 4a�t Section 6. Pledged Proiect Increment Revenue. 6.1 Formula and Term. 6.1.1 The amount of the Pledged Project Increment Revenue to be paid Developer pursuant to this Agreement is based on the following formula (see l xhibit "EV'or an example): comment [TQ5]` ICED 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 r�.,,o*a4y—demonstrates it has met all conditions precedent to receiving Pledged Project Increment Revenue as provided in Sections 3, 4, and 5 of this Agreement for I'-+ase4t11e,,1�roject and upon final 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 — 7 of 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 8 of the Phase I Term, Developer shall receive Fifty percent (50%) of the Pledged Project Increment Revenues actually received by the CRA. [T361 CRA Staff does not agree tw t1 1 lc 1 1 _' _: t9t t ilc...fi — with this revision �tr�l....:...�. '. ..�: �---I�r=--1-' a-�--lr.... `�-��....:• �- „ 'mar ;Ti:.....� ..._..._(-la -L41 � ....4-1+& `=-�? +W t ...:I- 4ii°') ala Lt i= -P k- A+a -= mat CALA- e-L.The Base Year for determining Tax Increment Revenue from the Project shall be as follows: For the Phase I Term, the year prior to commencement of construction of Phase I 1m17rO VL1]1C nts on the Pias Property. 6.2 No 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 of shall be in the form of a CRA check made payable to the Developer. No payment made Linder this Agreement shall be conclusive evidence of the performance of this Agreement by Developer, either wholly or in part, and no payment shall be construed to relieve Developer of obligations under this Agreement or to be an acceptance of faulty or incomplete rendition of Developer's obligations tinder 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. Dishy, Esq. Lewis, Longman & Walker, P.A. 515 North Flagler Drive Shite 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 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 14 SE 4t' Street 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. 00837587-1 10 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 Developer for the Project, or within two (2) years of the Effective Date if the Developer has failed to commence construction f4r-of the__Phase I [int�roveinents. Either Party may elect to terminate this Agreement rt pits €r lila aw 1 f:;�€� is-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; The Parties enter into a mutually agreed upon, written Addendum, the effect of which is to terminate this Agreement. Section 10. Miscellaneous Provisions. 10.1 Waiver. The CRA shall not be responsible for any property damages or personal injury sustained by Developer from any cause whatsoever related to the development of the Project, whether such damage or injury occurs before, during, or after the construction of the Project or the term of this Agreement. 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. 10.2 Indemnification. 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 Developer to indemnify the CRA for its own negligence, or intentional acts of the CRA, its agents or employees. Each party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers, employees and agents. 10.3 Assignment. This Agreement may only be assigned by the Developer to record ownersthe Property with the prior written consent of the CRA, which Formatted: Highlight consent shall not be unreasonably withheld, provided, however, that any assignee hereto shall specifically assume all of the obligations of the Developer tinder this Agreement. 10.4 Successors and Assigns. The CRA and Developer each binds itself and its partners, successors, executors, administrators and assigns to the other party and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Agreement. Nothing herein shall be construed as creating any personal liability on the part 00837587-1 11 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. 10.5 No Discrimination. Developer shall not discriminate against any person on the basis of race, color, religion, ancestry, national origin, age, sex, marital status, sexual orientation or disability for any reason in its hiring or contracting practices associated with this Agreement. 10.6 No Partnership, Etc. Developer agrees nothing contained in this Agreement shall be deemed or construed as creating a partnership, joint venture, or employee relationship. It is specifically understood that Developer is an independent contractor and that no employer/employee or principal/agent is or shall be created nor shall exist by reason of this Agreement or the performance Linder this Agreement. 10.7 Public Records: The CRA is a public agency subject to Chapter 119, Florida Statutes. Developer shall comply with Florida's Public Records Law. Specifically, the Developer shall: a. Keep and maintain public records required by the CRA to perform the public services provided for in this Agreement; b. Upon request from the CRA's custodian of public records, provide the CRA with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. a. 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. IF DEVELOPER HAS 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 00837587-1 12 Highway, Boynton Beach, Florida 33435; or BoyntonBeachCRALWbMus. 10.8 Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein, are merged into this Agreement and the terms of this Agreement supersede all Stich other agreements. No extraneous information may be used to alter the terms of this Agreement. 10.9 Counterparts and Transmission. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The executed signature page(s) from each original may be joined together and attached to one such original and it shall constitute one and the same instrument. In addition, said counterparts may be transmitted electronically (i.e., via facsimile or .pdf format document sent via electronic mail), which transmitted document shall be deemed an original document for all purposes hereunder. 10.10 Agreement Deemed to be Drafted Jointly. This Agreement shall be deemed to be drafted jointly and shall not be construed more or less favorably towards any of the parties by virtue of the fact that one party or its attorney drafted all or any part thereof. 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. 10.11 Governing Law, Jurisdiction, and Venue. The terms and provisions of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida and the United States of America, without regard to conflict of law principles. Venue and jurisdiction shall be Palm Beach County, Florida, for all purposes, to which the Parties expressly agree and submit. 10.12 Independent 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. 10.13 Severability. If any part of this Agreement is found invalid or unenforceable by any court, such invalidity or unenforceability shall not affect the other parts of the Agreement if the rights and obligations of the Parties contained herein are not materially prejudiced and if the intentions of the Parties can continue to be achieved. To that end, this Agreement is declared severable. 10.14 Voluntary Waiver of Provisions. The CRA may, in its sole and absolute discretion, waive any requirement of Developer contained in this Agreement. 00837587-1 13 10.15 Compliance with Laws. In its performance under this Agreement, Developer shall comply with all applicable federal and state laws and regulations and all applicable Palm Beach County, City of Boynton Beach, and CRA ordinances and regulations. 10.16 Effective Date. This Agreement will become effective upon the date and time the last party executes this Agreement. 10.17 Survival. The provisions of this Agreement regarding public records, indemnity, and waiver shall 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. WITNESSES OCEAN ONE BOYNTON, LLC a Florida limited liability company Print Name: Title: Print Name: STATE OF FLORIDA ) 1 SS: COUNTY OF By: Print Name: 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 ONE BOYNTON 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 12017. My Commission Expires: Notary Public, State of Florida at Large 00837587-1 14 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [CRA SIGNATURE ON FOLLOWING PAGE] 00837587-1 15 WITNESSES BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Print Name: Print Name: STATE OF FLORIDA ) SS: COUNTY OF PALM BEACH ) Steven Grant, CRA Board Chair BEFORE ME, an officer drily authorized by law to administer oaths and take acknowledgments, personally appeared Steven Grant as Board Chair of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, and acknowledged under oath that he/she has executed the foregoing Agreement as the proper official of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, for the use and purposes mentioned herein and that the instrument is the act and deed of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY. He/she 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 12017. My Commission Expires: Notary Public, State of Florida at Large 00837587-1 16 EXHIBIT "E" ANNUAL PERFORMANCE REPORT FORM (shall be required annually) Time Period Prior to and during the construction of Phase I (if applicable): 1. Hired job placement consultant on 2. Hosted a job fair on 3. Noticed through the Community Outreach Partner, availability of employment opportunities related to construction of Phase I of the project on 4. Provided evidence of requirement in subcontractor's contracts to hire and train local residents 5. Provided list of job positions and descriptions to Community Outreach Partner 6. Receipt of written confirmation from the contractor and subcontractors of the requirement to use minimum living wage on Prior to and during the construction of Phase 11 (If applicable): 1. Obtained approval for a 100 -room hotel on 2. Provided written confirmation of approval of the 50 additional public parking spaces (identifying the public parking spaces) on Post construction Certification requirements Phase I certification (if applicable): 1. Provided Certificate of Occupancy from the City of Boynton Beach or other governmental agency demonstrating Certificates of Occupancy for the Phase I's 231 multi -family units on 2. Provided a Certificate of Completion for the Project's 8,575 square feet of commercial is 00837587-1 17 Date completed as a Grey Shell on Provided certificate of completion of the 50 Phase I public parking spaces on 4. Provided written confirmation of compliance with a Nationally Recognized High Performance Green Building Rating System on Phase II certification (if applicable): 1. Provided Certificate of Occupancy from the City of Boynton Beach or other governmental agency demonstrating Certificates of Occupancy for the Phase II hotel on 2. Provided Certificate of Occupancy from the City of Boynton Beach or other governmental agency demonstrating Certificates of Occupancy for the Phase II's 118 multifamily units with related amenities; 3. Provided a Certificate of Completion for the Project's 6,000 square feet of commercial space completed as a Grey Shell on 4. Provided Certification of Completion of a 350 -space parking garage, which shall include 50 Phase II public parking spaces 00837587-1 18 PURCHASE AND DEVELOPMENT AGREEMENT Page 32 of 79 Space") for any year of the Phase I Term, Developer's percentage of the Pledged Increment Revenue to be paid to Developer shall be reduced by 10% for that year of the Phase I Term. Developer must certify that 25% of the Commercial/Retail Space has been occupied by commercial/retail tenants by at least the third year of the Phase I Term as defined herein. Once the 25% threshold is obtained, whether it be in the first, second or third year, the threshold shall be deemed satisfied forever, even if in the future the actual amount occupied thereafter is less than 25%. Accordingly, as long as Developer did not default under any commercial lease and continues in good faith to re -market the property for lease, once the 25% threshold is achieved, Developer shall be entitled to the Pledged Increment Revenue for the year in which the 25% threshold is achieved and each year thereafter during the Phase I Term unless a greater Benchmark is achieved; Developer must certify that 50% of the Commercial/Retail Space has been occupied by commercial/retail tenants by at least the sixth year of the Phase I Term as defined herein. Once the 50% threshold is obtained, whether it be in any year prior to the end of the sixth year of the Phase I Term, the threshold shall be deemed satisfied forever, even if in the mature the actual amount occupied thereafter is less than 50%. Accordingly, as long as Developer did not default under any commercial lease and continues in good faith to re -market the property for lease, once the 50% threshold is satisfied, Developer shall be entitled to the Pledged Increment Revenue for the year in which the 50% threshold is achieved and each year thereafter during the Phase I Term unless a greater Benchmark is achieved; and Developer must certify that 70% of the Commercial/Retail Space has been occupied by the commercial/retail tenants by at least the eighth year of the Phase I Term as defined herein. Once the 70% threshold is obtained, whether it be in any year prior to the end of the eighth year of the Phase I Term, the threshold shall be deemed satisfied forever, even if in the future the actual amount occupied thereafter is less than 70%. Accordingly, as long as Developer did not default under any commercial lease and continues in good faith to re -market the property for lease, once satisfied, Developer shall be entitled to the Pledged Increment Revenue for year in which the 70% threshold is achieved and each year thereafter during the Phase I Term. 5.2 Certification. 5.2.1 Developer 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 00524425-] evidence of compliance with the requirements of this Agreement ~k° as set forth below and evidencing that Developer has paid all property taxes for the preceding year; and 5.1,E The CRA has reviev�,�ecl and apiaroved�thc Anncial Perftsrmanc€; Re ori certifying I eb toper"s cornplia.nce with all conditions precedent for receiLinc� Pledged Increment Revenue for that Phase I. vvldch at royal shalt riot be unreasonably withheld s`r n t :x t9a 5.1.3 The CRA has received Tax Increment Revenues from the completed Phase I Improvements,*~�^ 11a-rpp rvv.riv= x t r.,. subsequent to the Base Year ..t-�" p,hg , and 5.1.E Developer shall not be entitled to any Pledged Project Increment Revenue payments if the Developer has failed to meet its obligations under this Agreement or is otherwise in 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. There is 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 a default is cured, Developer shall continue to receive their Direct Incentive Funding for e`h wr—Pl 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,I. Should i�eveloiaer fail to meet the benchmarks set below re(rardin� occut�anc�of� the 8.575 sruar�c° feet of corarriercial./retail slaace for an�vcar of the. Phase I Ie Developer's percentage of the Pledged Increment Reveit€ie to be Maid to Developer shall be reduced by it��l� for that year of the Phase I Tern. , developer must certify that 25% of the commercial/retail space shalt be occupied- -----------bv commercial/retail tenants durinL- the second and third nearsof` the Phase I Term as defined herein. .. Develover must certifv that 50% ofthe commercial/retail space shall be occupied by cornmercial/retail tenants during the fourth. fifth and sixth Year of the Phase I Terra as defined herein and * . 70% of the con-uriercial/retail space shall be occupied by the corninercial/retail tenants durin the seventh and eighth years of the Phase I Terni as defined herein. 5.2 • 1--Certfflcation. Formatted: Font: Bold, Highlight Formatted: Highlight Formatted: Highlight [Format t ed: Highlight Formatted: Highlight Formatted:Indent: Left: 0.5' Formatted: Font: Bold, Highlight Formatted: Indent: First line: 0.5", Line Formatted: Highlight Formatted: Font: Not Bold, Highlight Formatted: Highlight Formatted: Bulleted + Level: 2 + Aligne at: 0.75' + Indent at: 1" Formatted:Font: Bold CF rmatted:Indent: Left: 0.5 October 6, 2017 Tara Duhy, Esq. Lewis, Longman & Walker, P.A. 515 North Flagler Drive Suite 1500 West Palm Beach, FL 33401 G:Wr � Otai=;:-_ ?lona ;3C:hr: t hn, Mrr- rs:,e H�,a= r,,< r 3o Aflur C '. &,, F<nad Z,1,I-,itis 6 Kelw ,Va Re: Ocean One project - Boynton Beach Community Redevelopment Agency ("CRA")/Ocean One Boynton, LLC;"Ocean One") Dear Tara: Enclosed please find a redlined and clean copy of what we hope to be the final draft of Tax Increment Revenue Funding Agreement ("TIRFA") between the CRA and Ocean One. Now that the parties have agreed to the terms of the Purchase and Development Agreement, and we believe that the TIRFA is in final form, our client is ready to execute same and go forward to closing. We may want to have a call to prepare for closing. We look forward to hearing from you. Sincerely, Bonnie Miskel, Esq. BM/rmm Attachments cc: Mike Simon, Interim Executive Director Mr. F. Davis Camalier Mr. Michael Ross Mr. William Morris Gary S. Dunay, Esq. Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida July 11, 2017 working with one entity for a TIF agreement. If the CRA has to give the TIF to someone else, the Board would want to approve who would be receiving the funds. The Board wants the same assurance, similar to a sublease, and have them come to the Board and. present what they would do to the property due to the conditions of the 50% and 70%. Attorney Duhy recommended adding "which would not be unreasonably withheld" to the agreement. Consent would be required, but not unreasonably withheld. Attorney Miskel agreed. Chair Grant spoke about the green designation and noted the TIF lists six different green designations. He asked if it could be narrowed down to two or three. Attorney Miskel explained the Board may not want to as it was contingent on the system used and some were better than others. The Building Department may like one over the other and that is why the language was inserted. Chair Grant commented LEED has Gold, Silver, and Bronze certifications, and asked if they could reach an agreement on the level. After brief discussion, there was consensus to limiting it to the Florida Green Building Standards, which does not have levels. Attorney Duhy explained the developer does not want the annual performance report, which is the report the developer provides to the board how it complied with the terms of the agreement. The developer proposed to just submit it as long as it is consistent with the attached exhibit. As a rule, they always bring it to the Board's attention to review and approve as compliant with the agreement. Attorney Duhy commented language could be added to approve it meeting the terms of the agreement. Attorney Miskel suggested adding language as it shall not be unreasonably withheld as the Board likes to see it on an annual basis. Attorney Duhy emphasized this agreement is only for Phase I and not tied to Phase II which is a separate parcel. The Phase II agreement draft was prepared and given to the developer to review, which will come back to the Board. Mr. Casello liked the way Attorney Duhy presented the issues. Attorney Miskel complimented Attorney Duhy and Mr. Simon. Attorney Duhy requested a motion to approve the changes as discussed. Chair Grant noted the CRA Advisory Board did an approximation of $4,087,476 and asked if there should be a top end limit for TIF or if it just the percentage and whatever that amount would be. There was agreement to use percentages. Motion Ms. Romelus moved to approve the agreement as amended. Mr. Casella seconded the motion that unanimously passed. Motion Ms. Romelus moved to approve the Purchase and Development Agreement. Mr Casello seconded the motion that unanimously passed. 0 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida July 11, 2017 Motion Ms. Romelus moved to amend the agenda. Vice Chair Katz seconded the motion that unanimously passed. C. Consideration and Execution of Purchase and Development Agreement for the CRA owned Property Located at 222 N. Federal Highway, a/k/a the Ocean One Project Mr. McCray moved to remove item D, the next item, from the table. Ms. Romelus seconded the motion that unanimously passed. Attorney Duhy addressed Item C. The Purchase and Development agreement was approved at the last meeting, but some caveats were included in the meeting materials as a draft. The Board did not want to execute the document until the Tax Increment Revenue Agreement was agreed on and executed. Reference had been made that document as a baseline for the time period the developer will have to begin construction, before the deed restriction requiring plaza construction would commence. The additions were highlighted and included as an update. When Item D is heard, Item C will be ready to approve with exhibits and will apply to Phase I only. Chair Grant commented on sections 19.8 and 19.12, which are specific and asked why there were two different clauses. Attorney Duhy explained section 19.2 pertained to a transactional fee for Attorney Duhy regarding preparation of the agreement. She was comfortable with not charging attorney fees. Chair Grant commented he did not want language, if the CRA had to sue for default, that the CRA will have to represent themselves unless the CRA is the prevailing party. There was discussion the language will remain and there is also a right of first refusal included. The TIRFA is contingent on the Development agreement. Attorney Duhy confirmed the CRA document will be not be executed until the Tax Increment Revenue Agreement for Phase I or contingent on what the Board decides for Agenda Item D, is executed. D. Consideration of Tax Increment Revenue Funding Agreement for the Ocean One Project (Tabled 6/13/17) Attorney Duhy outlined the terms based on the last meeting and items all parties agreed to were incorporated. Items in blue and red are up for discussion with CRA staff and the developer. Ms. Romelus inquired what the developer proposed about the requirements for the occupied commercial/retail space. Attorney Duhy explained the prior language from the last Board meeting said the developer would construct the building and obtain their R Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida July 11, 2017 certificate of completion for the gray shell. It will be ready for a tenant, but they are not required to have the last step of having a tenant occupy the space. Attorney Bonnie Miskel, on behalf of the petitioner, explained the original negotiation was the entire building will be constructed. Retail space will be on the first floor and the only thing that will remain is the build -out of the tenant bays. Until they have a tenant, the developer will not know what their needs are. She noted retail space is about 3.4% of the building's total square footage. When the residential units are on the tax roll, the CRA will receive the tax benefit of the units and the cost of construction of the commercial space. The new language indicates if the developer does not meet the timeline and the market does not support the developer meeting the timeline, the CRA will withhold the incentives that 97% of the building will provide. Attorney Miskel commented it was unfair. Additionally, the developer drafted a pro -forma which indicated an amount of incentive that was requested, that assumed the developer will receive the incentive, which is what they use to recruit investors and lenders. The new language jeopardized the incentive. if the developer does not meet the two-year requirement, the developer will not receive the incentive and they will be unable to find a lender. The developer designed receiving the funds based on when it will hit the tax rolls. Chair Grant commented the Board has used this provision with other developers who have leased some commercial spaces. Attorney Miskel explained there is 8,500 square feet and a big user may use the entire space and they could be fine in the first two years. If there are multiple users and they only lease one or two units, they could be in jeopardy. The language uses the 3% to determine what will happen on the rest of the site. The reason they used a percentage and not a number of users is because the developer will not know what the demand will be. Chair Grant wanted the developer to help tenants and they have economic development grants. Attorney Miskel reiterated the retail is 3% of the overall square footage, and if the developer does not meet the trigger dates, the CRA will withhold 100% of the incentives. She thought an alternative may be to withhold 5%o or 10% of the incentive. She emphasized withholding 100% is not acceptable to lenders or investors. The developer wants to build the project and fill it as it is revenue they will lose. They are motivated to fill the space in the second year, but they have no control over the market. The developer does not have extra tools, whereas the CRA has economic incentives they can offer. The project is reliant on what the market will bear and no lender will take the risk. Attorney Miskel thought it would be more equitable to have a holdback. The agreement reads 25% of the space has to be occupied during the first and second year to receive 75% of the taxes. The next trigger is 50% of the space must be occupied between the third and fourth, fifth and sixth years. If they do not reach the 50%, they do not receive the 75% of the funds during that time, and the last portion deals with a lesser rate. The CRA is receiving almost 100% of the building's taxable value and withholding it because there are triggers the developer has no control over is punitive. If there is no tenant, they have to pay taxes on the total cost of construction of the building including the 7 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida July 11, 2017 commercial space. The tenants that move in will want services. Attorney Miskel emphasized they are very motivated, but have no control over the commercial market. Mr. Casello thought Attorney Miskel had a valid point. He inquired if the developer would be comfortable with withholding 5% and learned they would. He requested the Board agree to the 5%. Chair Grant would consider 10% as would Vice Chair Katz and Ms. Romelus. Ms. Romelus pointed out the incentive was an exchange, and did not think the provisions of the incentives were fair, noting the funds are taxpayers. Mr. Casello inquired what 10% of incentives would be in terms of dollars. Attorney Miskel agreed to provide them to him. Attorney Duhy commented the document indicates 25% will be filled by year one and two. There was agreement to use language indicating the 25% occupancy requirement must be filled by the end of the second year. Attorney Miskel also clarified the holdback on the 10% does not necessarily equate to receiving 65% of the funds. The Certificate of Occupancy (COU) for the retail must be obtained by the end of the second year the building receives its COU. Chair Grant suggested including the provision to the second and third year of occupancy and move the 50% requirement for the fourth, fifth and sixth years, Ms_ Romelus liked the existing timeline. Attorney Miskel asked, noting with any commercial property, there are tenants that come in and vacate while a building is being retrofitted for new tenant and presumed this percentage is intended for the first level of occupancy. Once the developer reaches the 50%, if one of the tenants vacate and the developer is refitting for a second tenant, they are going for first occupancy. Ms. Romelus agreed. Mr. Casello motioned to move the timeline from 25% to the end of the second year and third year and 50% would apply to the fourth, fifth and sixth year. There were no changes to years seven and eight. Mr. McCray seconded the motion that unanimously passed. Attorney Miskel was unclear what "all reasonable efforts" meant and advised they were comfortable with "reasonable efforts" as it is a defined term with case law. Chair Grant pointed out "coordinate job placement and training with Boynton Beach Community High School and South Tech Academy" and commented he really wanted to see the public private partnership work. Attorney Miskel responded they were excited about the partnership as well. There were no objections to removing the word "a4 reasonable efforts." Attorney Duhy spoke about the assignment provision. Currently the assignment provision to a related entity requires prior written consent of the CRA. She clarified this is a notification issue. The developer wants to eliminate the requirement. Attorney Miskel was unclear about the notification provision. Chair Grant explained they were E: Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida July 11, 2017 working with one entity for a TIF agreement. If the CRA has to give the TIF to someone else, the Board would want to approve who would be receiving the funds. The Board wants the same assurance, similar to a sublease, and have them come to the Board and present what they would do to the property due to the conditions of the 50% and 70%. Attorney Duhy recommended adding "which would not be unreasonably withheld" to the agreement. Consent would be required, but not unreasonably withheld. Attorney Miskel agreed. Chair Grant spoke about the green designation and noted the TIF lists six different green designations. He asked if it could be narrowed down to two or three. Attorney Miskel explained the Board may not want to as it was contingent on the system used and some were better than others. The Building Department may like one over the other and that is why the language was inserted. Chair Grant commented LEED has Gold, Silver, and Bronze certifications, and asked if they could reach an agreement on the level. After brief discussion, there was consensus to limiting it to the Florida Green Building Standards, which does not have levels. Attorney Duhy explained the developer does not want the annual performance report, which is the report the developer provides to the Board how it complied with the terms of the agreement. The developer proposed to just submit it as long as it is consistent with the attached exhibit. As a rule, they always bring it to the Board's attention to review and approve as compliant with the agreement. Attorney Duhy commented language could be added to approve it meeting the terms of the agreement. Attorney Miskel suggested adding language as it shall not be unreasonably withheld as the Board likes to see it on an annual basis. Attorney Duhy emphasized this agreement is only for Phase I and not tied to Phase II which is a separate parcel. The Phase Il agreement draft was prepared and given to the developer to review, which will come back to the Board. Mr. Casello liked the way Attorney Duhy presented the issues. Attorney Miskel complimented Attorney Duhy and Mr. Simon. 'Attorney Duhy requested a motion to approve the changes as discussed. Chair Grant noted the CRA Advisory Board did an approximation of $4,087,476 and asked if there should be a top end limit for TIF or if it just the percentage and whatever that amount would be. There was agreement to use percentages. Motion Ms. Romelus moved to approve the agreement as amended. Mr. Casello seconded the motion that unanimously passed. A=.- Ms. Romelus moved to approve the Purchase and Development Agreement. Mr Casello seconded the motion that unanimously passed. E 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, a public 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 which will include a minimum of 231 multi -family units wide related amenities and approximately 8,575 square feet of commercial space as depicted in the Site Plan attached hereto as Exhibit "A," (hereinafter referred to as the "Project"); 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 for the 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: 2.1. "Base Year" mean the base year for determining Tax Increment Revenue from the Project. 2.2 'Benchmarks" shall be the various percentage thresholds of occupancy of the 8,575 commercial/retail space for any year of the Phase I Term as set forth in Paragraph 5.1.6. 2.3 "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 with all applicable City of Boynton Beach Building and Zoning Code requirements and that the same may be used for the purposes stated therein. 2.4. `City" means the City of Boynton Beach, Florida. 2.5. "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. 2.6 "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. 2.7 "Contractor" means a general contractor, a subcontractor or any other business entering into a contract with the Developer related to the construction of the Project or part thereof. 2.8 "Effective Date" shall mean the date the last party to this Agreement executes this Agreement. 2.9 "Good Faith Effort" is considered to have been made when the respective parties have used reasonable means to comply with the associated directives and/or provisions set forth in this Agreement. 2.10 "Grey Shell" means an unfinished interior, lacking heating, ventilating, air conditioning, lighting, plumbing, ceilings, elevators, interior walls, etc. and ready for tenant improvements. 2.11 "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. nmtyciseu 2.12 "Minimum Living Wage" means the hourly rate that an individual must earn to support his or her family if they are the sole provider and are working full time (2,080 hours per year) in accordance with Palm Beach County Code Chapter 2, Article IV, Division 3 (the Palm Beach County Living Wage Ordinance), as amended. 2.13 "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). 2.14 "Pledged Project Increment Revenue" means an amount calculated by multiplying Tax Increment Revenue from the applicable phase of the Project by agreed upon percentage factor as provided for in this Agreement. 2.15 "Property" means the property subject to this Agreement upon which the Project shall be developed as more particularly described in Exhibit "B," hereto. 2.16 "Site Plan" shall mean the approved Site Plan attached hereto as Exhibit "A," approved by the City of Boynton Beach, file # NWSP 16-002. Section 3. Developer's Obligations and Covenants. 3.1 Construction of the Project. Developer agrees to Commence Construction of the Project within two (2) years of the Effective Date of this Agreement. 3.1.1 The Project shall conform to the Site Plan and shall include the following, which shall hereinafter be referred to as "Phase I Improvements:": a. Developer shall construct a minimum of 231 multi -family residential units with related amenities. Developer shall construct a minimum of 8,575 square feet of commercial/retail space; b. Developer shall construct Parking Improvements, conceptually depicted on Exhibit "C," hereto, consisting, at a minimum of Fifty (50) public parking spaces ("Public Parking") that shall be restricted for public use and that shall not be available to the Phase 1 residential units. The Parking Improvements may consist of structured parking, surface parking, valet parking, mechanical parking, shared parking or any other means as allowed under local city ordinance. Upon completion of the public parking spaces, Developer and the CRA shall enter into a u�y�� Comment [TDI] This term is not used in the Agreement Parking Management Agreement to establish the maintenance responsibilities of the CRA for the public parking spaces. C. Construction of the multi -family residential units for the Project shall be in compliance with, qualify for and receive Florida Green Building Certification. d, Prior to and during the construction of the Project, 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 Contractors requirements that the Contractors use Good Faith Efforts to hire and train City residents to participate in the construction of Phase I of the Project; • Provide a list of job positions and descriptions to the Community Outreach Partner and agree to give priority to qualified job applicants referred by the Community Outreach Partner to participate in the construction of Phase I of the Project; • Use Good Faith Efforts to offer permanent job positions resulting from Phase i of the Project to qualified City residents; • Notify and refer job training and job placement opportunities to the Boynton Beach Community High School and South Tech Academy in Boynton Beach in the event each are able and willing to provide such training; and • Pay or cause to be paid new hires in all permanent positions residing within the City a minimum of the Living Wage. Section 4. Annual Performance Report. Developer shall annually provide the CRA with an Annual Performance Report for the Project indicating the status of Developer's compliance with the requirements of this Agreement as set forth in Sections 3 and 5 of this Agreement and evidencing that Developer has paid all property taxes for the Property for 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 "D." Section 5. Certification Requirements. 5.1 As a condition precedent to its receipt of any Pledged Project Increment Revenue pursuant to this Agreement: 5.1.1 Developer 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 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 5.1.2 Developer must have timely provided its Annual Performance Report , providing evidence of compliance with the requirements of this Agreement as set forth below and evidencing that Developer has paid all property taxes for the preceding year; and 5.1.3 Upon receipt of the Annual Performance Report, 2, the CRA shall review and approve the Annual Performance Report at the next available CRA meeting as meeting the requirements in Section 4 above and certifying Developer's compliance with all conditions precedent for receiving Pledged Increment Revenue for that Phase 1, which approval shall not be unreasonably withheld; 5.1.4 The CRA has received Tax Increment Revenues from the completed Phase I Improvements subsequent to the Base Year; and 5.1.5 Developer shall not be entitled to any Pledged Project Increment Revenue payments if the Developer has failed to meet its obligations under this Agreement or is otherwise in 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. There is 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 a default is cured, Developer shall continue to receive their Direct Incentive Funding for 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. 5.1.6 Should Developer fail to meet the Benchmarks set below regarding occupancy of 8,575 square feet of commercial/retail space (the "Commercial/Retail Space") for any year of the Phase I Term, Developer's percentage of the Pledged Increment Revenue to be paid to Developer shall be reduced by 10% for that year of the Phase I Term. Developer must certify that 25% of the Commercial/Retail Space has been occupied by commercial/retail tenants by at least the third year of the Phase I Term as defined herein. Once the 25% threshold is obtained, whether it be in the first, second or third year, the threshold shall be deemed satisfied forever, even if in the future the actual amount occupied thereafter is less than 25%. Accordingly, as long as Developer did not default under any commercial lease and continues in good faith to re -market the property for lease, once the 25% threshold is achieved, Developer shall be entitled to the Pledged Increment Revenue for the year in which the 25% threshold is achieved and each year thereafter during the Phase I Term unless a greater Benchmark is achieved; Developer must certify that 50% of the Commercial/Retail Space has been occupied by commercial/retail tenants by at least the sixth year of the Phase I Term as defined herein. Once the 50% threshold is obtained, whether it be in any year prior to the end of the sixth year of the Phase I Term, the threshold shall be deemed satisfied forever, even if in the future the actual amount occupied thereafter is less than 50%. Accordingly, as long as Developer did not default under any commercial lease and continues in good faith to re -market the property for lease, once the 50% threshold is satisfied, Developer shall be entitled to the Pledged Increment Revenue for the year in which the 50% threshold is achieved and each year thereafter during the Phase 1 Term unless a greater Benchmark is achieved; and Developer must certify that 70% of the Commercial/Retail Space has been occupied by the commercial/retail tenants by at least the eighth year of the Phase I Term as defined herein. Once the 70% threshold is obtained, whether it be in any year prior to the end of the eighth year of the Phase I Term, the threshold shall be deemed satisfied forever, even if in the future the actual amount occupied thereafter is less than 70%. Accordingly, as long as Developer did not default under any commercial lease and continues in good faith to re -market the property for lease, once satisfied, Developer shall be entitled to the Pledged Increment Revenue for year in which the 70% threshold is achieved and each year thereafter during the Phase I Term. 5.2 Certification. 5.2.1 Developer 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. 5.2.2 Developer 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 MMUM Parking Improvements consisting of a minimum of fifty (50) public parking spaces and by documenting signage and other means by which these spaces are clearly reserved for use by the public and excluded from use by multifamily and commercial units that are part of the Project. 5.2.3 Developer shall confirm in its Annual Performance Report that it has met its obligation under Section 3.1.1.d of this Agreement by providing Certification verifying compliance with a Nationally Recognized High Performance Green Building Rating System. 5.2.4 Developer 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 1 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 3.1.1 e of this Agreement and require all Contractors to 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, address and the number of hours worked for the period, until a Certificate of Occupancy is issued for at least 90% of the residential units of Phase I of the Project. Section 6. Pledted Project Increment Revenue. 6.1 Formula and Term. 6.1.1 The amount of the Pledged Project Increment Revenue to be paid Developer pursuant to this Agreement is based on the following formula: a. Developer shall receive Pledged Project Increment Revenue for Phase 1 Improvements for a term of eight (8) consecutive years, beginning the year Developer demonstrates it has met all conditions precedent to receiving Pledged Project Increment Revenue as provided in Sections 3, 4, and 5 of this Agreement for the Project and upon final 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 — 7 of 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 8 of the Phase I Term, Developer shall receive Fifty percent (50%) of the Pledged Project Increment Revenues actually received by the CRA. b. The Base Year for determining Tax Increment Revenue from the Project shall be as follows: For the Phase I Term, the year prior to commencement of construction of Phase I Improvements on the Property. 6.2 No 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 of shall be in the form of a CRA check made payable to the Developer. No payment made under this Agreement shall be conclusive evidence of the performance of this Agreement by Developer, either wholly or in part, and no payment shall be construed to relieve Developer of obligations under this Agreement or to be an acceptance of faulty or incomplete rendition of Developer's obligations under this Agreement. Section 7. Notice and Contact. Any notice or other document required or allowed to be given pursuant to this Agreement shall be in writing and shall be delivered personally, or 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 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 14 SE 4"' Street 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 tenninated pursuant to the terms herein, this Agreement shall automatically terminate upon the last disbursement of Pledged Project Increment Revenue to Developer for the Project, or within two (2) years of the Effective Date if the Developer has failed to commence construction of the Phase 1 Improvements subject to force majeure. Either Party may elect to terminate this Agreement 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. 10.1 Waiver. The CRA shall not be responsible for any property damages or personal injury sustained by Developer from any cause whatsoever related to the development of the Project, whether such damage or injury occurs before, during, or after the construction of the Project or the term of this Agreement. 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. 10.2 Indemnification. 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 Developer to indemnify the CRA for its own negligence, or intentional acts of the CRA, its agents or employees. Each party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers, employees and agents. 10.3 Assignment. This Agreement may only be assigned by the Developer to record owners of the Property with the prior written consent of the CRA, which consent shall not be unreasonably withheld, provided, however, that any assignee hereto shall specifically assume all of the obligations of the Developer under this Agreement. 10.4 Successors and Assigns. The CRA and Developer each binds itself and its partners, successors, executors, administrators and assigns to the other party and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Agreement. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the CRA, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the CRA and the Developer. 00837587-2 10 10.5 No Discrimination. Developer shall not discriminate against any person on the basis of race, color, religion, ancestry, national origin, age, sex, marital status, sexual orientation or disability for any reason in its hiring or contracting practices associated with this Agreement. 10.6 No Partnership, Etc. Developer agrees nothing contained in this Agreement shall be deemed or construed as creating a partnership, joint venture, or employee relationship. It is specifically understood that Developer is an independent contractor and that no employer/employee or principal/agent is or shall be created nor shall exist by reason of this Agreement or the performance under this Agreement. 10.7 Public Records: The CRA is a public agency subject to Chapter 119, Florida Statutes. Developer shall comply with Florida's Public Records Law. Specifically, the Developer shall: a. Keep and maintain public records required by the CRA to perform the public services provided for in this Agreement, b. Upon request from the CRA's custodian of public records, provide the CRA with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 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. IF DEVELOPER HAS 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 . 00837587-2 11 10.8 Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein, are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 10.9 Counterparts and Transmission. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The executed signature page(s) from each original may be joined together and attached to one such original and it shall constitute one and the same instrument. In addition, said counterparts may be transmitted electronically (i.e., via facsimile or .pdf format document sent via electronic mail), which transmitted document shall be deemed an original document for all purposes hereunder. 10.10 Agreement Deemed to be Drafted Jointly. This Agreement shall be deemed to be drafted jointly and shall not be construed more or less favorably towards any of the parties by virtue of the fact that one party cr 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. 10.11 Governing Law, Jurisdiction, and Venue. The terms and provisions of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida and the United States of America, without regard to conflict of law principles. Venue and jurisdiction shall be Palm Beach County, Florida, for all purposes, to which the Parties expressly agree and submit. 10.12 Independent 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. 10.13 Severability. if any part of this Agreement is found invalid or unenforceable by any court, such invalidity or unenforceability shall not affect the other parts of the Agreement if the rights and obligations of the Parties contained herein are not materially prejudiced and if the intentions of the Parties can continue to be achieved. To that end, this Agreement is declared severable. 10.14 Voluntary Waiver of Provisions. The CRA may, in its sole and absolute discretion, waive any requirement of Developer contained in this Agreement. 10.15 Compliance with Laws. In its performance under this Agreement, Developer shall comply with all applicable federal and state laws and regulations and all applicable Palm Beach County, City of Boynton Beach, and CRA ordinances and regulations. 10.16 Effective Date. This Agreement will become effective upon the date and time the last party executes this Agreement. M8,37587-2 7-2 12 10.17 Survival. The provisions of this Agreement regarding public records, indemnity, and waiver shall 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. WITNESSES OCEAN ONE BOYNTON, LLC a Florida limited liability company Print Name: Title: Print Name: STATE OF FLORIDA ) SS: COUNTY OF By: Print Name: 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 ONE BOYNTON, 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 12017. My Commission Expires: Notary Public, State of Florida at Large [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 00837587-2 13 [CRA SIGNATURE ON FOLLOWING PAGE] 00837587-2 14 WITNESSES BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: Print Name: Print Name: STATE OF FLORIDA ) SS: COUNTY OF PALM BEACH 1 Steven Grant, CRA Board Chair BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared Steven Grant as Board Chair of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, and acknowledged under oath that he/she has executed the foregoing Agreement as the proper official of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, for the use and purposes mentioned herein and that the instrument is the act and deed of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY. He/she 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 12017. My Commission Expires: Notary Public, State of Florida at Large r na837587-2 15 Exhibit "A" (Project) (see attached) 00837587-2 16 0 Dui 0 C7 1-4- nr Cs 1770- IF COHEN -FREEDMAN - ENCINOSA & Assoc, Ocean One 140 U FMERAL FOGFWAY, BOYWON BEACH, FL � Architects, PA 4 GNXM LEVE_ PLAN a N.W.Ja W— MM3M Exhibit "B" (Property) (see attached) 00837587-2 is Q�K►ME r'O'l 947 Chi Moore Read SURVEYING & MAPPING Tel: (5661 241-9900 Bon Ralon, Florida 33487 CerWicale of AulhmimlNm No. LB7264 Fax: 15611241-5182 SKETCH AND LEGAL DESCRIPTION (NOT A SURVEY) OCEAN ONE - PHASE 1 LEGAL DESCRIPTION A I1OH110N OF THE NORTHWEST ONE-QUARTER OF SECTION 27, TOWNSI-IIP 45 SOUTI I, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, INCLUDING PORTIONS OF LOTS 1 THROUGH 6, "FUNK BROS. ADDITION TO THE TOWN OF BOYNTON", AS RECORDED IN PLAT BOOK ? AT PAGE 13 OF THE PURI IC: RECORDS OF PALM BEACH COUNTY, FLORIDA, Al A PORTION OF LOT 41 "DEWEY'S SUBDIVISION", AS RECORDED IN PLAT BOOK i AT PAGE 37 OF SAID PUBLIC RECORDS, ALL IN ACCORDANCE WITH THE "AGREEMENT PLAT", AS RECORDED IN PLA'I BOOK 10 AT PAGE 2, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 27: THENCE NORTI1 89" 55'38" EAST, ALONG THE NORTH LINE OF SAID SECTION 27, A DISTANCE OF 86.08 FEET; THENCE. SOUTH 00'04'22" EAST, A DISTANCE OF 22.00 FEET TO THE POINT OF BEGiNINII THENCE NORTH 89'55'38" EAST, DISTANCE OF 216.56 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHT; THENCE EASTERLY AND SOUTHERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 25.00 FEET AND A CENTRAL ANGLE OF 88" 20'52", A DISTANCE OF 38,55 FEET TO TI IE POINT OF TANGENCY: THENCE SOUTH 01° 43'30" EAST, ALONG A LINE 15.00 FEET WEST OF AND PARAI t Ft WITH THE EAST LINE OF SAID LOTS 1 THROUGH 6 AND THE EAST I INF OF SAID I OT 41, A DISTANCE OF 287.77 FEET; HENCE SOUTH 88" 3713" WEST, A DISTANCE OF 268.22 FEET: THENCE NORM H 01" 23'OO" WEST, ALONG A LINE 60.00 FEET EAST OF AND PARALLEL WITH THE WEST LINE OF SAID SECTION 27, A DISTANCE OF 292.55 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHT' THENCE NORTHERLY AND EASTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 25.00 FFFT AND A CENTRAL ANGLE OF 91" 18'38", A DISTANCE OF 39.84 FFFT TO THE POINT OF BEGINNING. SAID LANDS SIIIJATE IN THE CITY OF BOYNTON BEACH, PALM BEACH COUNTY, FLORIDA, AND CONTAIN 8.5,950 SQUARE FEET, MORL OR LESS. NOTES L REPRODUCTIONS OF THIS SKETCH ARE NOT VALID WITHOUT THE SIGNATURE AND I'HE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER. 2. NO SEARCH OF THE PUBLIC RECORDS WAS MADE IN THE PREPARATION OF THIS SKETCH AND DESCRIPTION. 3. BEARINGS 511OW'N HEREON ARE BASED ON THE WEST LINE OF THE NORTHWEST ONE- QUARTER OF SECTION 27, HAVING A Ht:ARIl OF NORTH 01' 3'00" WEST, ACCORDING 10 THE STATE PI ANF COORDINATE SYSTEM, STATE OF FLORIDA, EAST 70l NORTH AMERICAN DATUM OF 1983,!990 ADJUSTMENT. CERTIFICATION IHEREBY CERTIFY THAT THE SKETCH AND DESCRIPTION SHOWN HEREON COMPLIES WHH STANDARD'S OF PRACTICE AS CON!ANED IN CHAPTER 61017-6, FLORIDA ADMINISTRATIVE.. CODE, PURSUANT TO SECTION 472.027, FLORIDA STATUTES, AND THAT SAID SKETCH AND DESCRIPTION IS TRUE AND CORRECT TO THE BEST OF MY K14OWLEDGE AND BELIEF AS PREPARED UNDER MY DIRECTION. JEFF 5. HGDAPP _- - SURVEYOR AND MAPPER FLORIDA LICENSE NC. LS5111 �rolen Momae 06Erd1 ONE I IDAYE1 08/26/2017 00837587-2 19 P.O.C. SKETCH AND LEGAL DESCRIPTION NW CORNER (NOT A SURVEY) 1SECTION 27-45-43 - -- _ _ (NOT FOUND) - N89" 55'38"E 86.08' r BOYNTON BEACH BOULEVARD! I� P.O.B. N LINE SECTION 27745-43 r R•25.00 N89" 55'38"E 216.56' L-38.55' SOD* 04'22"E= --v 'r . 'I 0.88°20'52" 22.00' . .... --1)v _ I ____ LOT 1 � — _ 60'R•25.00' c0 8 290sPGM� L-39.84' D-91° 18'38" LOT 2 IF F°L EASEMENI ! G w (ORB 19094,PG.1699) LOT 3 - uP 0 _ ----- "AGREEMENT PLAT" Z N (P.B. 10, PG. 2) ( L07 4 �Im \ z• N ,FUNK BROS. ADDITION" (P.O.72, Pv +-3f ---........_... oE_ \ o,m wI z ' OT 5 rn C7 i O ° �rn O r orn __ - -- - - LOT 6 Ln 60' -------- _. ----- —T- I 25' mm — -1 O I� S88° 37'13"W 268.22' / c",Iav�o zDD 10' RJW TO BE I Z r DCDICATED / vcolL) c,o>o i� I- �o�o 0 "AGREEMENT PLAT' / tzg3 (P.B. 10, PG. 2) I �� IC LOT 41 _ �Dc "DEWEY'S SUBDIVISION" (P.B. 1, PG. 37) I41 I ABBREVIATIONS L ARCLENGIH B DELTA (CENTRAL ANGCE) L. B. LICENSFD PNSINESS LICCNSFD SNRVFYOR O.R.B. OFFICIAL RECORDS BOOK P.0•B. POINT OFBEGINNING —�0. C. PRINT OF COMMENCEMENT o P.B. P1. AT PORK A cnS. LINE LOT 41 —_— F.B. c. R. I=ALrA eEAcn couNTY DFcxaus ._... _.._.. PD. PACE — . —". _ . _— .._ . — . . — • — P.S.N. PROPLSSIONAL SURVEYOR OCEAN AVENUE SR—(-- 804) B MAPPER H/W o R[GHI-OF-WAY �m NO. 0075 OCEM ONE arr: an d5H stuLi I•AO' l l e . TP o"i .72'61201711SKIT 2 OF 2 Exhibit "C" 00837587.2 20 (Public Parking) (see attached) 00977597-2 21 OOH�3 K y y OCEAN AVENUE ISR 804) £ 1 Now y d r.:1'� gill r .: 4l 1v' Ir 1R '1 k 1{ v iq - BOYNTON BEACH BLVD. 3E jjj 9 n 10 ,� EXHIBIT "D" ANNUAL PERFORMANCE REPORT FORM (shall be required annually) Time Period Prior to and during the construction of Phase I (if applicable): 1. Hired job placement consultant on 2. Hosted a job fair on 3. Noticed through the Community Outreach Partner, availability of employment opportunities related to construction of Phase I of the project on 4. Provided evidence of requirement in subcontractor's contracts to hire and train local residents 5. Provided list of job positions and descriptions to Community Outreach Partner 6. Receipt of written confirmation from the contractor and subcontractors of the requirement to use minimum living wage on Prior to and during the construction of Phase II (If applicable): 1. Obtained approval for a 100 -room hotel on 2. Provided written confirmation of approval of the 50 additional public parking spaces (identifying the public parking spaces) on Post construction Certification requirements Phase I certification (if applicable): 1. Provided Certificate of Occupancy from the City of Boynton Beach or other governmental agency demonstrating Certificates of Occupancy for the Phase I's 231 multi -family units on 2. Provided a Certificate of Completion for 00837587-2 23 Date the Project's 8,575 square feet of commercial is completed as a Grey Shell on Provided certificate of completion of the 50 Phase I public parking spaces on Provided written confirmation of compliance with a Nationally Recognized high Performance Green Building Rating System on 00837587-2 24 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, a public 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 which will include a minimum of 231 multi-famiiy units with related amenities and approximately 8,575 square feet of commercial space as depicted in the Site Plan attached hereto as Exhibit "A," (hereinafter referred to as the "Project'); 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 for the 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: 2.1. "Base Year" mean the base year for determining Tax Increment Revenue from the Project. "HBeMP3 hr qtr£ g" : P L '-4. � "6.' s_ r .I's `� �,� CN ,�.c .. ..,�s. �._.._ .... .. e c. ;`^zr " , c,"._ V 4"tiE 7------------- e �� k '� , x,� 4�r : ha..._. ,"i ....... .. ... ._ Formatted: Font: Bold ......... ................................................... Formatted: Font: Bold 2.23 "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 with all applicable City of Boynton Beach Building and Zoning Code requirements and that the same may be used for the purposes stated therein. 2.. "City" means the City of Boynton Beach, Florida. 2.45. "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. 2.51 "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. 2.67 "Contractor" means a general contractor, a subcontractor or any other business entering into a contract with the Developer related to the construction of the Project or part thereof. cS "Effective hate" shall rn can the date tl gla t l arto this Agreement exectftcs -------------- this Algr_ l_ nt. 2.79 "Good Faith Effort' is considered to have been made when the respective parties have used reasonable means to comply with the associated directives and/or provisions set forth in this Agreement. 2.810 0 "Grey Shell" means an unfinished interior, lacking heating, ventilating, air conditioning, lighting, plumbing, ceilings, elevators, interior walls, etc. and ready for tenant improvements. 2.1 "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. 00917587-2 Formatted: Font: Bold 2.102 "Minimum Living Wage" means the hourly rate that an individual must earn to Formatted: Font: Not Bold support his or her family if they are the sole provider and are working full time (2,080 hours per year) in accordance with Palm Beach County Code Chapter 2, Article IV, Division 3 (the Palm Beach County Living Wage Ordinance), as amended. 2.1-1; "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). 2.14 "Pledged Project Increment Revenue" means an amount calculated by multiplying Tax Increment Revenue from the applicable phase of the Project by agreed upon percentage factor as provided for in this Agreement. 2.125 "Property" means the property subject to this Agreement upon which the Project shall he developed as more particularly described in Exhibit "B," hereto. 2.136 _"Site Plan" shall mean the approved Site Plan attached hereto as Exhibit "A," Formatted: Font: Bold approved by the City of Boynton Beach, file # NWSP 16-002. Comment [TD11* t'ltis 3erm is not used in the Agreement Section 3. Developer's Obligations and Covenants. 3.1 Construction of the Project. Developer agrees to Commence Construction of the Project within two (2) years of the Effective Date of this Agreement. 3.1.1 The Project shall conform to the Site Plan and shall include the following, which shall hereinafter be referred to as "Phase I Improvements:": a. Developer shall construct a minimum of 231 multi -family residential units with related amenities. Developer shall construct a minimum of 8,575 square feet of commercial/retail space; b. Developer shall construct Parking Improvements, conceptually depicted on Exhibit "C," hereto, consisting, at a minimum of Fifty (50) public parking spaces ("Public Parking") that shall be restricted for public use and that shall not be available to the Phase I residential units. The Parking Improvements may consist of structured parking, surface parking, valet parking, mechanical parking, shared parking or any other means as allowed under local city ordinance. Upon completion of the public parking spaces, Developer and the CRA shall enter into a Parking Management Agreement to establish the maintenance responsibilities of the CRA for die a °nth Rgblic, parking spaces. C. Construction of the multi -family residential units for the Project shall be in compliance with, qualify for and receive Florida Green Building Certification. d. Prior to and during the construction of the Project, 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 Contractors requirements that the Contractors use Good Faith Efforts to hire and train City residents to participate in the construction of Phase I of the Project; • Provide a list of job positions and descriptions to the Community Outreach Partner and agree to give priority to qualified job applicants referred by the Community Outreach Partner to participate in the construction of Phase I of the Project; • Use Good Faith Efforts to offer permanent job positions resulting from Phase I of the Project to qualified City residents; • Notify and refer job training and job placement opportunities to the Boynton Beach Community High School and South Tech Academy in Boynton Beach in the event each are able and willing to provide such training; and • Pay or cause to be paid new hires in all permanent positions residing within the City a minimum of the Living Wage. Section 4. Annual Performance Report. Developer shall annually provide the CRA with an Annual Performance Report for the Project indicating the status of Developer's compliance with the requirements of this Agreement as set forth in Sections 3 and 5 of this Agreement and evidencing that Developer has paid all property taxes for the Property for 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 "D." Section 5. Certification Requirements. 5.1 As a condition precedent to its receipt of any Pledged Project Increment Revenue pursuant to this Agreement: 5.1.1 Developer 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 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 5.1.2 Developer must have timely provided its Annual Performance Report , providing evidence of compliance with the requirements of this Agreement as set forth below and evidencing that Developer has paid all property taxes for the preceding year; and 5.1.3 Upon receipt of the Annual Performance Report, 2, the CRA shall review and approve the Annual Performance Report at the next available CRA meeting as meeting the requirements in Section J. 4 above and certifying Developer's compliance with all conditions precedent for receiving Pledged Increment Revenue for that Phase I, which approval shall not be unreasonably withheld ; 5.134 The CRA has received Tax Increment Revenues from the completed Phase I Improvements subsequent to the Base Year; and 5.1.15 Developer shall not be entitled to any Pledged Project Increment Revenue-, payments if the Developer has failed to meet its obligations under this Agreement or is otherwise in 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. There is 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 a default is cured, Developer shall continue to receive their Direct Incentive Funding for 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. X5.1.5_ Should Developer fail to meet the bl3enchmarks set below regarding occupancy of tt-8,575 square feet of commercial/retail space 'i �S"Lfor any year of the Phase 1 Term, Developer's percentage of the Pledged Increment Revenue to be paid to Developer shall be reduced by 10% for that year of the Phase I Term. Formatted: Indent: First line: 0.5" Developer must certify that 25% of the e( merctal/a, etail ace has been Formatted: Not Highlight occupied by commercial/retail tenants a6a�'s` Y it1 i)� Yo lelq the $ -third ` Formatted: Not Highlight years, of the Phase I Term as defined herein. Once the 25% threshold is obtained, Formaattt- - — - ed: Not Highlight whether it be in the fj t, .second or third year, the threshold shall be deemed satisfied forever, even if in the future the actual amount occupied thereafter is less Formatted: Not Highlight than 25%. Accordingly z1v�if s laaTies did not sae f'airlt under any Formatted: Not Highlight commercial lease and t; ta`itt?wN. in good Pitt to re -market tla_. Y`s;+ Yf 3tVY" lease Formatted: Not Highlight once the 55% threshold is sig hjeved scats 3fi el Developer shall be entitled to the � -- ------ -- -- Pledged Increment Revenue for the year j tYain t� a,r 1 t:Y�? - Formatted: Not Highlight � ---Highlight tlrs all i, r sl a x:$ t l al=a Y a :, ' � l��l '" �a�f,--t�,x�G-1s��zt�1--�' . � �,; Formatted: Not Hi hli ht � 9 9 b sk E" y,,K i°- _ in 1ybich 'Lhe t:i% threshold is achievec;i and each car iaalr a a1-er e afari, rI l iea tin _ _ I Formatted: Not Highlight Developer erlmust certify that 5 p 0% of the"t ommerc>al/i-Itetail`Face has been ' Formatted: Not Highlight occupied by commercial/retail tenants dwing­e4eFl_rY al le apt jthe mit sl la aJa -- Formatted: Not Highlight sixth year of the Phase I Term as defined herein. Once the 50% threshold is obtained, whether it be in s Vit: t'l a ra l tea= ye c Trio to the Baa � €sl � Formatted: Not Highlight the sixtla ve ofthe Phase1 Ta Y the threshold shall be deemed satisfied forever, j Formatted: Not Highlight even if in the future the actual amount occupied thereafter is less than 50%. r Formatted: Not Highlight Accordingly <a lass �, e r l pew l a not default under any ceaauncreliral lease � - --- Formatted: Not Highlight and continues in Pod faaitb In rre m arl:et the l,a .>t>.it,-, foi lease, once the WN_ _ tlaaasl a, issatisfied, Developer shall be entitled to the Pledged Increment Formatted: Not Highlight Revenue for the year x� -a?e :a r f' r as Sf'4':;--taar shelek _______. Formatted: Not Highlight x3lr�1-' fa �tl ;t -h lt�e31-t€.# tett >l t'l &i € fsfw sfl ,. Formatted: Not Highlight yean--aarid-4 in which the 50",<l) threshold -is achieved and aaacl°s veai therea ller 1#;#33f1 she I1,a e f Tlenn unless , 1 it a$ r fieaa 1aY�: Cl ] <i 11i4 L� and Formatted: Not Highlight Developer must certify that 70% of the eCommercial/Fl etail space has been {Formatted: Not Highlight occupied by the commercial/retail tenants as - i%l "A a . �a't�i-l)v aai least. Formatted: Not Highlight th eighth years of the Phase I Term as defined herein. Once the 70% threshold is _ _ obtained, whether it be in atla o-- a l } ti� to ,; a $a iaa>ito [he, end of the Formatted: Not Highlight eighth year of the Please I Terrrt the threshold shall be deemed satisfied forever. Formatted: Not Highlight even if in the future the actual amount occupied thereafter is less than 70%. j Formatted: Not Highlight Accordingly a, l :Yat a l terela ? a slid not d fault iaa�aier :iat co ra n aa,a d la vse _ rel arYtaaara Ytt f a ,al is tla t ie sal at 11Y a& 1 satisfied, j Formatted Not Highlight _ _ _ Developer shall be entitled to the Pledged Increment Revenue for yence ent Revenue for year.:-raa:�-�� ;at: r y Formatted: Not Highlight 'i'R'1v,-.`Cht's$$'4';'1 which the°ttm% th e=;;holm is achieved and each sear theresal°t:eidurinu the Ph aye 11 ern) Formatted: Not Highlight 5.2 Certification. 5.2.1 Developer 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 1 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-beenhave been placed on the Palm Beach County tax rolls for the Phase I Property. 5.2.2 Developer 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 spaces and by documenting signage and other means by which these spaces are clearly reserved for use by the public and excluded from use byn%�-n%4-y nul€ifarnil_° and commercial units that are part of the FIT >jeCIPURW— 1 I PFOWM&AS. 5.2.3 Developer shall confirm in its Annual Performance Report that it has met its obligation under Section 3.1.1.d of this Agreement by providing Certification verifying compliance with a Nationally Recognized High Performance Green Building Rating System. 5.2.4 Developer shall certify in its Annual Performance Report that it has met its obligation under Section 3.1. Le 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 3.1.1 e of this Agreement and require all Contractors to 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, address and the number of hours worked for the period, until a Certificate of Occupancy is issued for at least 90% of the residential units of Phase I of the Project. Section 6. Pledged Proiect Increment Revenue. 6.1 Formula and Term. 6.1.1 The amount of the Pledged Project Increment Revenue to be paid Developer pursuant to this Agreement is based on the following formula: (9)837587-2 a. Developer shall receive Pledged Project Increment Revenue for Phase I Improvements for a term of eight (8) consecutive years, beginning the year Developer demonstrates it has met all conditions precedent to receiving Pledged Project Increment Revenue as provided in Sections 3, 4, and 5 of this Agreement for the Project and upon final 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 — 7 of 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 8 of the Phase I Term, Developer shall receive Fifty percent (50%) of the Pledged Project Increment Revenues actually received by the CRA. b. The Base Year for determining Tax Increment Revenue from the Project shall be as follows: For the Phase I Term, the year prior to commencement of construction of Phase 1 Improvements on the Property. 6.2 No 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 of shall be in the form of a CRA check made payable to the Developer. No payment made under this Agreement shall be conclusive evidence of the performance of this Agreement by Developer, either wholly or in part, and no payment shall be construed to relieve Developer of obligations under this Agreement or to be an acceptance of faulty or incomplete rendition of Developer's obligations under this Agreement. Section 7. Notice and Contact. Any notice or other document required or allowed to be given pursuant to this Agreement shall be in writing and shall be delivered personally, or 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 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 14 SE 4th Street 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 Developer for the Project, or within two (2) years of the Effective Date if the Developer has failed to commence construction of the Phase I Improvements subject to force majeure. Either Party may elect to terminate this Agreement 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. 10.1 Waiver. The CRA shall not be responsible for any property damages or personal injury sustained by Developer from any cause whatsoever related to the development of the Project, whether such damage or injury occurs before, during, or after the construction of the Project or the term of this Agreement. 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. 10.2 Indemnification. 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 Developer to indemnify the CRA for its own negligence, or intentional acts of the CRA, its agents or employees. Each party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers, employees and agents. 10.3 Assignment. This Agreement may only be assigned by the Developer to record owners of the Property with the prior written consent of the CRA, which consent shall not be 00837587-2 10 unreasonably withheld, provided, however, that any assignee hereto shall specifically assume all of the obligations of the Developer under this Agreement. 10.4 Successors and Assigns. The CRA and Developer each binds itself and its partners, successors, executors, administrators and assigns to the other party and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Agreement. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the CRA, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the CRA and the Developer. 10.5 No Discrimination. Developer shall not discriminate against any person on the basis of race, color, religion, ancestry, national origin, age, sex, marital status, sexual orientation or disability for any reason in its hiring or contracting practices associated with this Agreement. 10.6 No Partnership, Etc. Developer agrees nothing contained in this Agreement shall be deemed or construed as creating a partnership, joint venture, or employee relationship. It is specifically understood that Developer is an independent contractor and that no employer/employee or principal/agent is or shall be created nor shall exist by reason of this Agreement or the performance under this Agreement. 10.7 Public Records: The CRA is a public agency subject to Chapter 119, Florida Statutes. Developer shall comply with Florida's Public Records Law. Specifically, the Developer shall: a. Keep and maintain public records required by the CRA to perform the public services provided for in this Agreement; b. Upon request from the CRA's custodian of public records, provide the CRA with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 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. 00837587-2 11 IF DEVELOPER HAS 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 BovntonBeachCRA us 10.8 Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein, are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 10.9 Counterparts and Transmission. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The executed signature page(s) from each original may be joined together and attached to one such original and it shall constitute one and the same instrument. In addition, said counterparts may be transmitted electronically (i.e., via facsimile or .pdf format document sent via electronic mail), which transmitted document shall be deemed an original document for all purposes hereunder. 10.10 Agreement Deemed to be Drafted Jointly. This Agreement shall be deemed to be drafted jointly and shall not be construed more or less favorably towards any of the parties by virtue of the fact that one party or its attorney drafted all or any part thereof. 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. 10.11 Governing Law, Jurisdiction, and Venue. The terms and provisions of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida and the United States of America, without regard to conflict of law principles. Venue and jurisdiction shall be Palm Beach County, Florida, for all purposes, to which the Parties expressly agree and submit. 10.12 Independent 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. 10.13 Severability. If any part of this Agreement is found invalid or unenforceable by any court, such invalidity or unenforceability shall not affect the other parts of the Agreement if the rights and obligations of the Parties contained herein are not materially prejudiced and if the intentions of the Parties can continue to be achieved. To that end, this Agreement is declared severable. 00837587-2 12 10.14 Voluntary Waiver of Provisions. The CRA may, in its sole and absolute discretion, waive any requirement of Developer contained in this Agreement. 10.15 Compliance with Laws. In its performance under this Agreement, Developer shall comply with all applicable federal and state laws and regulations and all applicable Palm Beach County, City of Boynton Beach, and CRA ordinances and regulations. 10.16 Effective Date. This Agreement will become effective upon the date and time the last party executes this Agreement. 10.17 Survival. The provisions of this Agreement regarding public records, indemnity, and waiver shall 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. WITNESSES OCEAN ONE BOYNTON, LLC a Florida limited liability company Print Name: Title: Print Name: STATE OF FLORIDA ) 1 SS: COUNTY OF By: Print Name: 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 ONE BOYNTON4XEA H, 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 12017. 00837587-2 13 My Commission Expires: Notary Public, State of Florida at Large [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [CRA SIGNATURE ON FOLLOWING PAGE] 00837987-2 14 WITNESSES BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: Print Name: Print Name: STATE OF FLORIDA ) SS: COUNTY OF PALM BEACH Steven Grant, CRA Board Chair BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared Steven Grant as Board Chair of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, and acknowledged under oath that he/she has executed the foregoing Agreement as the proper official of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, for the use and purposes mentioned herein and that the instrument is the act and deed of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY. He/she 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 00877587-2 15 Exhibit "A" (Project) (see attached) 00837587-2 16 RNE-2 ME -1 LIS HQ4WAY Na I 0 Muj - — ------------- "'lli 11111 E7� ---- 00 CC=—pit . . . ....... Jill MPI MPI Ili's .- - - - _1 .­ Jti ----------------- - — ------------- - --- ---- —A . . . ....... MPI MPI Ili's m m U1 0 . ..... - --- ------ - -- I _ !� 1� � - - ;079' f I �F FREEDMAN - ENCINOSA & ASSOC. ,VT•� Ocean 1 COHEN One TW K FEDERAL HGF WAY. 90YWON BEACH PL Archltect% PA ��AM N.W. Ukh S� )Simi 1ak. PWW73016 307 536 7909 Exhibit "B" (Property) (see attached) 00837587-2 18 It M E rOA, 947 ():nt Moale find SURVEYING 6 MAPPING Tel; (561; 241-J9e9 Boca Raton, FWda 93487 CaidBcalo 'IAidlmdualioe No, L87264 For 45611241-5182 SKETCH AND LEGAL DESCRIPTION (NOT A SURVEY) OCEAN ONE - PHASE 1 LEGAL DESCRIPTION A PORTION OF THE NORTHWEST UNE -QUARTER OF SECTION 27, TOWNSHIP 45 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, INCLUDING PORTIONS OF LOTS 1 THROUGH 6, "FUNK BROS. ADDITION TO THE TOWN OF BOYNTON", AS RECORDED IN PLAT BOOK 2 AT PAGE 13 OF THE PURI RECORD!; OF PAI -M, BEACH COUNTY, FLORIDA, AND A PORTION OF LOT 41 "DEWEY'S SUBDIVISION", AS RECORDED IN PLAT BOOK 1 AT PAGE 37 OF SAID PUBLIC RECORDS, ALL IN ACCORDANCE WITH THE "AGREEMENT PLAT", AS RECORDED IN PLAT BOOK 10 AT PAGE 2, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 27; THENCE NORTI 189" 55'38" EAST, ALONG THE NORTH LINE OF SAID SECTION 27, A DISTANCE OF 86.08 FEET; THENCE SOUTH 00"04'22" EAST, A DISTANCE OF 2.2.00 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89" 55'38" EAST, DISTANCE OF 216.56 FEET TO THE POINT OF CURVATURE OF .4 CIRCULAR CURVE TO THE RIGHT, i HEiNCE EASTERLY AND SOUTHERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 25.00 FEET AND A CENTRAL ANGLE OF 88'20'52", A DISTANCE OF 38.55 FEET TO THE POINT OF TANGENCY: THENCE SOUTH 01° 43'30" EAST, ALONG A LINE 15.00 FEET WEST OF AND PARALLF_,I WITH THE EAST LINE OF SAID LOTS 1 THROUGH 6 AND THE EAST LINE OF SAID I OT 41, A DISTANCE OF 287.77 FEET; THENCE SOUTH 88" 3713" WES1 , A UIS I ANCE OF 268.22 FEET; THENCE NOR I H 01'23'00" WEST, ALONG A LINE 60.00 FEET EAST OF AND PARALLEL WITH THE :NEST LINE OF SAID SECTION 27, A DISTANCE OF 292.55 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHT; THENCE NORTHERLY AND EASTERLY ALONG THE ARC OF SAID CURVE, I IAVING A RADIUS OF 25.00 FFFT AND A CENTRAI ANGLE OF 91" 18'38", A DISTANCE OF 39.84 FEET TO THE POINT OF BEGINNING, SAID LANDS SITUATE IN THE CITY OF BOYNTON BEACH, PALM BEACH COUNTY, FLORIDA, AND CONTAIN 83,950 SQUARE FEET, MORE OR LESS. NOTES 1, REPRODUCTIONS OF THIS SKETCH ARE NOT VALID WITHOUT THE SIGNATURE AND LHE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR A14D MAPPER. 2, NO SEARCH OF THE PURI IC RECORDS WAS MADE IN THE PREPARATION OF THIS SKETCH AND DESCRIPTION. 3, BEARINGS SHOWN HEREON ARE BASED ON THE WEST LINE OF IFIL NORTHWEST ONE- QUARTER OF SECTION 27, HAVING A HFAR)NG OF NORTH 01^23'00" WEST, ACCORDING TO THE STAT -E PI ANF. COORDINATE SYSTEM, STATE OF FLORIDA, FAST 70NE, NORTH AMERICAN DATUM OF 1983, 1990 ADJUSTMENT. CERTIFICATION IHEREBY CERTIFY THAT THE SKETCH AND DESCRIPTION SHOWN HEREON COMPLIES 'NIMH STANDARDS OF PRACTICE AS CONTAINED IN CHAPTER 61017-6, FLORIDA ADMINISTRATIVE CODE, PURSUANT TO SECTION 472.027, FLORIDA STATUTES, AND THAT SAID SKETCH AND DESCRIPTION IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF AS PREPARED 'UNDER MY DIRECTION. JEFF 5. [((515 ' ...._ .. SURVEYOR AND MAPPER FLORIDA LICENSE NO. LS5111 008375871 19 SKETCH AND LEGAL DESCRIPTION N ° CORNER (NOT A SURVEY) SECTION 27-45-43 �- - 1.(NOT FOUND) - N89 -55'38"F 86.08' 111 I 4 BOYNTON BEACH BOULEVAR ! P.0.8. N LINE SECTION 27-45-43 —f—`�— — — — — — — — — - --- ---- L. - -* N89.55'38"E 216.56' R-25.00' '` L • 38.55' .a SOO°04'22"E = z _ _ — — — — — 1:: ' D-88°20'52" ' 22.00' L....._ .._.._........_.......�—s LOT 1 R-25.00' r./w ABANEDONMENT60''L-39.84' (ORe 9016,PG. 975D-91.18'38"LOT PPL EASEMENT w (ORB 19094,PG.1699) LOT 3 O o 2 "AGREEMENT PLAT" 'LOT 4 K> (P.B. 10, PG. 2) Ci Z, N "FUNK BROS. ADDITION' Wol ZO �L01 5— - LOT 6 \ S88. 37'13'W 268.22' TO BF. '1 12 DEDICATED 15' r m IG' —^ i r' "AGREEMENT PLAT" (P.B. 10, PG. 2) LOT 41 "DEWEY'S SUBDIVISION" �1 (P.B. 1, PG. 37) II f 1 I n I S. LINE LOT 41 A OCEAN AVENUE (5R 804) 00837587-2 20 Im I94r �O L D L8. L.S. O.R.B. P.O.B. Tr. O. C. P. B. P. 8. c. N. PG. F.S.M. R%N 25' 0 DOn'n Kr r 00�1� .ilKr�� („n„z ,o 050 az Q +� z -40-00 �3r z>9 Z SDC .IN" ARCLENGIR • DELTA (CENTRAL ANGLE) • LICENSED BBSINFSS • LICENSED SIMVFYOR • OFFICIAL RECORUS BOOK • POINT OF BEGINNING • POINT OF COMMENCEMENT PLAT BOnR • PALM BEACH COUNTY RECORDS PAGE PRO' ROFESSIONAL. SURVEYOR B MAPPER • kIGRI-OF Exhibit "C" (Public Parking) (see attached) ODS37597-2 21 m OCEAN AVENUE (SRl04) 'r ' {�1 {fit BOYNTON BFACH 6LV0. EXHIBIT "D" ANNUAL PERFORMANCE REPORT FORM (shall be required annually) Time Period Prior to and during the construction of Phase I (if applicable): 1. Hired job placement consultant on 2. Hosted a job fair on 3. Noticed through the Community Outreach Partner, availability of employment opportunities related to construction of Phase I of the project on 4. Provided evidence of requirement in subcontractor's contracts to hire and train local residents 5. Provided list of job positions and descriptions to Community Outreach Partner 6. Receipt of written confirmation from the contractor and subcontractors of the requirement to use minimum living wage on Prior to and during the construction of Phase II (If applicable): 1. Obtained approval for a 100 -room hotel on 2. Provided written confirmation of approval of the 50 additional public parking spaces (identifying the public parking spaces) on Post construction Certification requirements Phase I certification (if applicable): 1. Provided Certificate of Occupancy from the City of Boynton Beach or other governmental agency demonstrating Certificates of Occupancy for the Phase I's 231 multi -family units on 2. Provided a Certificate of Completion for OU837587-2 23 Date the Project's 8,575 square feet of commercial is completed as a Grey Shell on Provided certificate of completion of the 50 Phase I public parking spaces on 4. Provided written confirmation of compliance with a Nationally Recognized High Performance Green Building Rating System on ,,r as -e -A hed, -0 — ----------------- - ----------- — ----- -------------- *YN ii -r-t-y-44 --------------------------- — --- -------------------------------- 00837587-2 24 PURCHASE AND DEVELOPMENT AGREEMENT This Purchase and Development Agreement (hereinafter "Agreement") is made and entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes (hereinafter "SELLER") and CENTENNIAL MANAGEMENT CORPORATION or its affiliated assignee (hereinafter "PURCHASER", and together with the SELLER, the "Parties"). In consideration of TEN DOLLARS AND 00/100 DOLLARS ($10.00) and the mutual covenants and agreements herein set forth, the receipt and sufficiency of which is hereby acknowledged the Parties hereto agree as follows: 1. PURCHASE AND SALE/PROPERTY. SELLER agrees to sell and convey to PURCHASER and PURCHASER agrees to purchase and acquire from SELLER, on the terms and conditions hereinafter set forth, the real property legally described in Exhibit "A" attached hereto (hereinafter the "Property"). The Parties intend that the purchase and sale and ensuing redevelopment of the Property will be effected in order to reduce slum and blight and to enable the construction of a new housing community (the "Project") on the site of the former housing project known as Ocean Breeze East. 2. PURCHASE PRICE AND PAYMENT. The Purchase Price for the Property shall be EIGHT HUNDRED THOUSAND AND 00/100 DOLLARS ($800,000.00) to be paid in full at Closing. SELLER has complied with Section 163.380, Florida Statutes, in proceeding with the sale of the Property to PURCHASER. 3. DEPOSITS. An Initial Deposit in the amount of TWENTY-FIVE THOUSAND AND 00/100 ($25,000.00) shall be deposited with Lewis, Longman & Walker, P.A. (hereinafter "Escrow Agent") withintwo (2) business days following execution hereof bythe Parties. The Initial Deposit shall be fully refundable to PURCHASER, if prior to the expiration of the Feasibility Period (as hereinafter defined), the PURCHASER advises SELLER in writing that it does not intend to complete the purchase of the Property. 3.1 Second Deposit. An additional deposit in the amount of TWENTY-FIVE THOUSAND AND 00/100 ($25,000.00) which together with the Initial Deposit shall be referred to as the "Deposit" shall be deposited with the Escrow Agent, at the end of the Feasibility Period (as described in Paragraph 10 below). The Deposit shall be non-refundable to PURCHASER, except upon (i) failure by SELLER to satisfy any conditions precedent to closing; (ii) upon default by SELLER hereunder; or (iii) failure of PURCHASER to obtain the items described in subparagraphs 5(a) below. All interest accruing on the Deposit, if any, shall be credited to the Party entitled to retain the Deposit in the event of the cancellation or termination hereof. At closing, the Purchase Price shall be payable in cash, less the Deposit, and subject to prorations and adjustments set forth herein. 008830141 T:DIv\DCv1 \0WCeot=ial 4. EFFECTIVE DATE. The date of this Agreement (the "Effective Date") shall be the date when the last one of the SELLER and PURCHASER has signed this Agreement. 5. CLOSING. The PURCHASER'S obligation to close on the purchase of the Property is contingent on the following: 6) PURCHASER submitting formal application prior to the last date of the applicable Florida Housing Request for Applications which is estimated to be not later than December 6, 2017 (the "Tax Credit Application Period"), the PURCHASER shall apply for an allocation o 0 Low Income HousingTax Credit's LIHTC from Florida Housing Finance Corporation (the "Allocation"),! Commented []Bl] Requires dtsu mion l._... b) Seller delivering marketable title to the Property subject only to those title exceptions acceptable to the PURCHASER, all as more specifically set forth herein. 6. CLOSING DATE. The Closing shall take place on or before January 18, 2018 at such location to which the parties may mutually agree in writing. 7. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to PURCHASER, by Special Warranty Deed complying with the requirements of the Title Commitment (hereinafter defined), valid, good, marketable and insurable title in fee simple to the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively, the "Permitted Exceptions"): (a) general real estate taxes and special assessments for the year of Closing and subsequent years not yet due and payable; (b) covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey (defined in Section 10.3), to which PURCHASER fails to object, or which PURCHASER agrees to accept. 8. INVESTIGATION OF THE PROPERTY. For a period of twenty (20) days from the Effective Date ("Feasibility Period"), PURCHASER and PURCHASER'S agents, employees, designees, Contractors, surveyors, engineers, architects, attorneys and other consultants (collectively, "Agents"), shall have the right, at PURCHASER'S expense, to make inquiries of, and meet with members of Governmental Authorities regarding the Property and to enter upon the Property, at any time and from time to time with reasonable notice to SELLER and so long as said investigations do not result in a business interruption, to perform any and all physical tests, inspections, and investigations of the Property, including but not limited to Phase I and Phase II environmental investigations, which PURCHASER may deem necessary. During the Feasibility Period, PURCHASER may elect, in PURCHASER'S sole and absolute discretion, to terminate this Agreement. If PURCHASER elects to terminate this Agreement in accordance with this Section, PURCHASER shall: (i) leave the Property in substantially the condition existing on the Effective Date, subject to such disturbance as was reasonably necessary or convenient in the testing and investigation of the Property; (ii) to the extent practicable, shall repair and restore any damage caused to the Property by PURCHASER'S testing and investigation; and (iii) release to SELLER, at no cost, all reports and other work generated as a result of the PURCHASER'S testing and 00887014-1 T:Mv\Devl\OBE\Centennial investigation. PURCHASER hereby agrees to indemnify and hold SELLER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, reasonable attorney's fees, for nonpayment for services rendered to PURCHASER (including, without limitation, any construction liens resulting therefrom) or for damage to persons or property (subject to the limitation on practicability provided above) arising out of PURCHASER'S investigation of the Property. PURCHASER'S obligations under this Section shall survive the termination, expiration or Closing of this Agreement. 8.1 Seller's Documents. SELLER shall deliver to PURCHASER the following documents and instruments within five (5) days of the Effective Date of this Agreement: any existing title policies, appraisals, copies of any reports or studies (including environmental, engineering, surveys, soil borings and other physical reports) in SELLER'S possession or control with respect to the physical condition of the Property, copies of all permits, authorizations and approvals issued by Governmental Authorities for the Property and any correspondence which discloses claims, allegations or adverse information regarding the Property or SELLER with respect to the Property. 8.2 Title Review. Within thirty (30) days of the Effective Date, PURCHASER's counsel, as closing agent for the transaction contemplated herein (the "Closing Agent") shall obtain, at the PURCHASER'S expense, from a Title Company chosen by PURCHASER (hereinafter "Title Company"), a Title Commitment covering the Property and proposing to insure PURCHASER in the amount of the Purchase Price subject only to the Permitted Exceptions, together with complete and legible copies of all instruments identified as conditions or exceptions in Schedule B of the Title Commitment. PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than fifteen (15) days after receipt of the Title Commitment notifying SELLER of any objections PURCHASER has to the condition of title (hereinafter "PURCHASER'S Title Objections"). If PURCHASER fails to deliver PURCHASER'S Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. If PURCHASER timely delivers the PURCHASER'S Title Objections, then SELLER shall have thirty (30) days to diligently and in good faith undertake all necessary activities to cure and remove the PURCHASER'S Title Objections (hereinafter "Cure Period"). Notwithstanding anything to the contrary in this Section, SELLER shall have an affirmative duty to satisfy all title requirements which are liquidated claims, outstanding mortgages, judgments, taxes (other than taxes which are subject to adjustment pursuant to this Agreement), or are otherwise curable by the payment of money without resort to litigation (collectively, the "Mandatory Objections"), which may, at SELLER'S election, be done at Closing by the Closing Agent's withholding of the applicable amount from the proceeds of sale. In the event that SELLER is unable to cure and remove, or cause to be cured and removed, the PURCHASER'S Title Objections which are not Mandatory Objections within the Cure Period to the satisfaction of PURCHASER, then PURCHASER, in PURCHASER'S sole and absolute discretion, shall have the option of (i) extending the Cure Period and the Closing for one additional thirty (30) day period at no cost to PURCHASER, or (ii) accepting the Title to the Property as of the time of Closing or (iii) canceling and terminating this Agreement, in which case, any Deposits shall be returned to PURCHASER and the Parties shall have no further obligations or liability hereunder, except for 008830191 T:Drv\Dev1\0BF1Ceniennia1 those expressly provided herein to survive termination of this Agreement. Prior to the Closing, PURCHASER shall have the right to cause the Title Company to issue an updated Title Commitment ("Title Update') covering the Property. If any Title Update contains any conditions which did not appear in the Title Commitment, and such items render title unmarketable, PURCHASER shall have the right to object to such new or different conditions in writing prior to Closing. All rights and objections of the Parties with respect to objections arising from the Title Update shall be the same as objections to items appearing in the Title Commitment, subject to the provisions of this Section. 8.3 Survey Review. PURCHASER, at PURCHASER'S expense, may obtain a current boundary survey (the "Survey") of the Property, indicating the number of acres comprising the Property to the nearest 1/100th of an acre. If the Survey discloses encroachments on the Property or that improvements located thereon encroach on setback lines, easements, lands of others or violate any restrictions, covenants of this Agreement, or applicable governmental regulations, the same shall constitute a title defect and shall be governed by the provisions of Section10.2 concerning title objections. 9. CONDITIONS TO CLOSING. PURCHASER shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the "Conditions to Closing") are either fulfilled or waived by PURCHASER in writing: 9.1 Representations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. 9.2 Pending Proceedings. At Closing, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever involving the Property or the SELLER, pending or threatened, which has not been disclosed, prior to closing, and accepted by PURCHASER. 9.3 Compliance with Laws and Regulations. The Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing. 9.4 Construction Permit Approval. The SELLER will cooperate with the PURCHASER with regard to signing and processing any applications and forms required by the City or other authorities having jurisdiction over the PROPERTY to obtain building permit approval and such other design and construction documents as may be reasonably required by PURCHASER to permit the Project to be constructed and operated. The PURCHASER will be responsible for all costs associated with the formulation of the Project's design and construction documents as well any and all applicable permit fees associated with the Project. 10. CLOSING DOCUMENTS. The SELLER shall prepare, or cause to be prepared, the 00883014-1 T:Drv\Dev1\0BE\Centennia1 Closing Documents set forth in this Section, except for documents prepared by the Title Company. At Closing, SELLER shall execute and deliver, or cause to be executed and delivered to PURCHASER the following documents and instruments: 10.1 Deed and Authorizing Resolutions. SELLER shall furnish a Warranty Deed (the "Deed") conveying to PURCHASER valid, good, marketabie and insurable fee simple title to the Propertyfree and clear of all liens, encumbrances and other conditions of title otherthan the Permitted Exceptions, together with such resolutions or other applicable authorizing documents evidencing approval of the transaction by the SELLER's governing body as the Closing Agent and the title Company may require. 10.2 Seller's Affidavits. SELLER shall furnish to PURCHASER an owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien law, that the SELLER will not record or enter into documents affecting the Property afterthe last effective date on the Title Commitment, and that there are no parties in possession of the Property other than SELLER. SELLER shall also furnish to PURCHASER a non -foreign affidavit with respect to the Property. In the event SELLER is unable to deliver its affidavits referenced above, the same shall be deemed an uncured Title Objection. 10.3 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, which SELLER shall also execute and deliver at Closing. 10.4 Corrective Documents. Documentation required to clear title to the Property of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions. 10.5 Additional Documents. Such other documents as PURCHASER or the Title Company may reasonably request that SELLER execute and deliver, and any other documents required by this Agreement or reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. 11. PROBATIONS, CLOSING COSTS AND CLOSING PROCEDURES. 11.1 Prorations. Taxes for the Property shall be prorated through the day before Closing. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable discount. If Closing occurs at a date when the current year's millage is not fixed and current year's assessment is available, taxes will be prorated based upon such assessment and prior year's millage. If current year's assessment is not available, then taxes will be prorated on prior year's tax. A tax proration based on an estimate shall, at request of either party, be readjusted upon receipt of tax bill which discloses an actual difference in the amount of the taxes estimated at Closing that exceeds $1,000. 00RR3n19.1 T:Drv\Dev1 \OBE\Centennial 11.2 Closing Costs. SELLER shall pay for documentary stamps on the deed, recording the deed and any cost associated with curing title. Purchaser shall pay all other closing expenses. Each party shall be responsible for their respective attorneys' fees. 11.3 Closing Procedure. PURCHASER shall fund the Purchase Price subject to the credits, offsets and prorations set forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to the Closing Agent the Closing Documents. The Closing Agent shall, at Closing: (i) disburse the sale proceeds to SELLER; (ii) deliver the Closing Documents and a "marked-up" Title Commitment to PURCHASER, and promptly thereafter, record the Deed and other recordable Closing Documents in the appropriate public records. 11.4 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. 12. REPRESENTATIONS, COVENANTS AND WARRANTIES. SELLER hereby represents, covenants and warrants to PURCHASER, as of the Effective Date and as of the Closing Date, as follows: 12.1 Authority. The execution and delivery of this Agreement by SELLER and the consummation by SELLER of the transaction contemplated by this Agreement are within SELLER'S capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its terms. The person executing this Agreement on behalf of SELLER has been duly authorized to art on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 12.2 Title. SELLER is and will be on the Closing Date, the owner of valid, good, marketable and insurable fee simple title to the Property, free and clear of all liens, encumbrances and restrictions of any kind, except the Permitted Exceptions (and encumbrances of record which will be discharged at Closing). 12.3 Litigation. There are no actions, suits, proceedings or investigations pending or threatened against Seller or the Property affecting any portion of the Property, including but not limited to condemnation actions. 12.4 Parties in Possession. There are no parties other than SELLER in possession or with a right to possession of any portion of the Property. 12.4 Acts Affecting Property. From and after the Effective Date, SELLER will refrain from (a) performing any grading, excavation, construction, or making any other change or improvement upon or about the Property; (b) creating or incurring, or suffering to exist, any mortgage, lien, pledge, or other encumbrances in any way affecting the Property other than the Permitted Exceptions (including the mortgages, liens, pledges, and other encumbrances existing on the Effective Date) and (c) committing any waste or nuisance upon the Property. 00887014-1 T:Drv\Devi\OBE\Centennial 13. DEFAULT. 13.1 PURCHASER'S Default. In the event that this transaction fails to close due to a wrongful refusal to close or default on the part of PURCHASER, SELLER shall be entitled to retain the Deposit, and neither PURCHASER nor SELLER shall have any further obligation or liabilities under this Agreement, except for those expressly provided to survive the termination of this Agreement; provided, however, that PURCHASER shall also be responsible for the removal of any liens asserted against the Property by persons claiming by, through or under PURCHASER. 13.2 SELLER'S Default. In the event that SELLER fails to fully and timely to perform any of its obligations and covenants hereunder or if SELLER is in breach of any representations herein, PURCHASER may, at its option declare SELLER in default under this Agreement in which event PURCHASER may terminate this Agreement and receive back its Deposit or demand specific performance. 13.3 Notice of Default. Prior to declaring a default and exercising the remedies described herein, the non -defaulting Party shall issue a notice of default to the defaulting Party describing the event or condition of default in sufficient detail to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have fifteen (15) days from delivery of the notice during which to cure the default, provided, however, that as to a failure to close, the cure period shall only be three (3) business days from the delivery of notice. Both Parties agree that if an extension is requested, such extension shall not be unreasonably withheld. If the default has not been cured within the aforesaid period, the non -defaulting Party may exercise the remedies described above. 13.4 Survival. The provisions of this Section 15 shall survive the termination of this Agreement. 14. NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: If to Seller: Boynton Beach Community Redevelopment Agency Executive Director, Michael Simon 710 N. Federal Highway Boynton Beach, Florida 33435 With a copy to: Kenneth Dodge, Esquire Lewis, Longman & Walker, P.A. 515 North Flagler Drive, Suite 1500 West Palm Beach, Florida 33401 00883014.1 T:Drv\Devl\OBE\Centenni aI If to Purchaser: Centennial Management Corp Attn.: Lewis Swezy 7735 NW 146 Street, Suite 306 Miami Lakes, FI 33016 With a copy to: James Hurchalla, Esq. 888 E Las Olas Blvd Fort Lauderdale, FL 33301 15. BINDING OBLIGATION/ASSIGNMENT. Theterms and conditions of this Agreement are hereby made binding on, and shall inure to the benefit of, the successors and permitted assigns of the Parties hereto. SELLER may not assign its interest in this Agreement without the prior written consent of PURCHASER, which shall not be unreasonably withheld. This Agreement may be freely assigned by PURCHASER to an affiliated assignee of PURCHASER, and thereafter PURCHASER'S assignee shall be obligated to close the transaction contemplated herein as if such assignee were the original party to this Agreement. Any assignment by PURCHASER to an unrelated party shall be subject to the written approval of SELLER, which shall not be unreasonably withheld. 16. RISK OF LOSS. In the event the condition of the Property, or any part thereof, is materially altered by an act of God or other natural force beyond the control of SELLER, PURCHASER may elect, as its sole option, to terminate this Agreement and receive a refund of the Deposit and the parties shall have no further obligations under this agreement, or PURCHASER may accept the Property without any reduction in the value of the Property. In the event of the institution of any proceedings by any Governmental Authority which shall relate to the proposed taking of any portion of the Property by eminent domain prior to Closing, or in the event of the taking of any portion of the Property by eminent domain prior to Closing, SELLER shall promptly notify PURCHASER and PURCHASER shall thereafter have the right and option to terminate this Agreement by giving SELLER written notice of PURCHASER's election to terminate within fifteen (15) days after receipt by PURCHASER of the notice from SELLER. SELLER hereby agrees to furnish PURCHASER with written notice of a proposed condemnation within two (2) business days after SELLER's receipt of such notification. Should PURCHASER terminate this Agreement, the Deposit shall immediately be returned to PURCHASER and thereafter the Parties shall be released from their respective obligations and liabilities hereunder. Should PURCHASER elect not to terminate, the parties hereto shall proceed to Closing and SELLER shall assign all of its right, title and interest in all awards in connection with such taking to PURCHASER. 17. BROKER FEES. The Parties hereby confirm that neither of them has dealt with any broker in connection with the transaction contemplated by this Agreement. Each Party shall indemnify, defend and hold harmless the other Party from and against any and all claims, losses, damages, costs or expenses (including, without limitation, attorney's fees) of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged (108 830 14.1 T:Dry�Dev110BE1Centenni al to have been made by either Party or on its behalf with any broker or finder in connection with this Agreement. However, SELLER'S indemnification obligations shall not exceed the statutory limits provided within Section 768.28, Florida Statutes, and CRA does not otherwise waive its sovereign immunity rights. The provisions of this Section shall survive Closing or termination of this Agreement. 18. ENVIRONMENTAL CONDITIONS. To the best of SELLER'S knowledge, the Property and the use and operation thereof are in compliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning and environmental laws and regulations. 19. 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 multi -family affordable development. 19.1 SELLER DESIGN APPROVAL. The PURCHASER agrees that the SELLER shall have the right to reasonably approve the design of the Project. PURCHASER shall submit plans to the SELLER for review prior to submission to the City for formal site plan approval. SELLER shall provide comments or approval of the design to PURCHASER at its next regularly scheduled Board meeting after PURCHASER submits plans for approval. 19.2 REQUIRED PROJECT IMPROVEMENTS AND DELIVERABLES. PURCHASER shall incorporate the following design elements and improvements into the Project: a) If requested or required by the SELLER, the Project may be designed to be a gated community to enhance the value of the Property. A decorative fence may be installed around the buildings comprisingthe Project to create an enclosed space. If requested or required by the SELLER, a mechanical gate may be installed at the entry and exit of the Project requiring proof of residency for entry. b) The Project shall have a minimum of a 6' sidewalk constructed around the entirety of the Project. c) Street lights installed along the entire perimeter of the project that are complimentary to those existing along the east side of N. Seacrest Boulevard adjacent to the project site. d) On -street parking spaces where feasible. e) Street and site trees that exceed the size and caliper requirement of the City's Land Development Regulations to be installed along the entire perimeter of the project. f) Open space area calculation that exceeds the requirement of the City's Land Development Regulations and enhanced resident amenities incorporated within the proposed project boundaries. 006&10141 T:Drv\Devi\OBE\Centemial g) Plaza style open space with landscape, hardscape and accent lighting features designed into the project's site plan preferably located on N. Seacrest Boulevard or at the corner of N. Seacrest Boulevard and NE 7th Avenue. h) Construction of a three (3) story, 100-123 unit affordable multi -family rental housing development, including 2,500+/- sq.ft. of flex space to be utilized as the new Neighborhood Officer Program office and community space. i) Commitment to prioritize the use of local contractors and sub -contractors during construction and make efforts to hire local residents as part of the development's operations team. These efforts will include, but not limited to, providing public notice locally and hosting job fairs or other employment opportunities within the community. Prior to and during the construction of the Project, 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 Contractors requirements that the Contractors use Good Faith Efforts to hire and train City residents to participate in the construction of Phase I of the Project; • Provide a list of job positions and descriptions to the Community Outreach Partner and agree to give priority to qualified job applicants referred by the Community Outreach Partner to participate in the construction of Phase I of the Project; • Use Good Faith Efforts to offer permanent job positions resulting from Phase I of the Project to qualified City residents; • Notify and refer job training and job placement opportunities to the Boynton Beach Community High School and South Tech Academy in Boynton Beach in the event each are able and willing to provide such training; and • Pay or cause to be paid new hires in all permanent positions residing within the City a minimum of the Living Wage 20. FUNDING OPTIONS. BUYER shall apply for 9% Low Income Housing Tax Credits (LIHTC) from Florida Housing Finance Corporation (FHFC) through FHFC's 2017 RFA cycle. SELLER shall in a timely fashion execute this Agreement as well as other documents required to be submitted as part of PURCHASER'S application to FHFC and SELLER shall provide a $567,500 Local Government Contribution to the Project. 00887014-1 T:D ,\Dev1\OBE\Centennial a) If PURCHASER's application to FHFC is successful and 9% Tax Credits are awarded through the 2017 cycle, then the time line set forth in Paragraph 23 herein shall apply. b) If PURCHASER is NOT successful, and no 9% Tax Credits are awarded through the 2017 RFA cycle, then SELLER shall at its option either (1) instruct PURCHASER to apply to FHFC for a SAIL loan and 9% LIHTC funds through FHFC's 2018 RFA cycle; or (2) instruct PURCHASER to obtain non-competitive Tax Exempt Multifamily Revenue Bond fundingfrom FHFC or from the Palm Beach County Housing Finance Authority as well as non-competitive 4% Tax Credits from FHFC, and SELLER shall provide to the Project TIRF moneys in an amount sufficient to cover the funding gap (the difference between total development cost and the sum of the Bond and 4% LIHTC funds). c) If PURCHASER is instructed to apply for SAIL funds in 2018 and is successful and SAIL funds are awarded, then the time line set forth in Paragraph 23 herein shall apply. PURCHASER shall also apply at this time for 9% LIHTC through FHFC's 2018 RFA cycle. e) If PURCHASER's application to FHFC is successful and 9% Tax Credits are awarded through the 2018 cycle, then the time line set forth in Paragraph 23 herein shall apply. f) If PURCHASER is instructed to apply for SAIL funds and 9% LIHTC in 2018 and neither is successful, and no SAIL loan and no 9% Tax Credits are awarded, then SELLER shall instruct PURCHASER to obtain non-competitive Tax Exempt Multifamily Revenue Bond funding from FHFC or from the Palm Beach County Housing Finance Authority as well as non-competitive 4% Tax Credits from FHFC; and SELLER shall provide to the Project TIRF moneys in an amount sufficient to cover the funding gap (the difference between total development cost and the sum of the Bond and 4% LIHTC funds) and the time line set forth in Paragraph 23 herein shall apply. It is understood by the Parties that this funding gap shall not exceed $350,000.00 per year over a fifteen (15) year period without the approval of Seller. g) SELLER shall support PURCHASER in its effort to obtain funding from FHFC by giving Local Government Area of Opportunity preference to PURCHASER each time PURCHASER applies to FHFC for SAIL or 9% LIHTC funding for the Project including providing the Local Government Contribution ($567,500 in 2017). PURCHASER shall receive Utility Fee Credit od about $247,303-$279,469, calculated based on the number of units. 21. DEVELOPMENT TIMELINE. The following events must be documented in writing and provided to the SELLER upon completion of each action (collectively the "Project Elements"). a) Submission of application to the City for site plan approval within ninety (90) days following receipt of (1) a binding, irreversable commitment for a 9% Low Income Housing Tax Credit allocation or SAIL loan from FHFC or (2) within 90 days of learning that none of the applications to FHFC is successful and that the Project instead will be funded by SELLER's TIRF money, Bonds and 4% LIHTC funds. commented [31112]s Requires Discussion OOBS3014-1 T:Dcv\Devl\OBE\Centennial b) Submission of construction documents to the City for a building permit within thirty (30) days of site plan approval. Proof of permit application fees paid will be provided to the SELLER upon submission to the City. Upon City issuance of the building permit a copy will be provided to SELLER. c) SELLER shall assist PURCHASER's request for site plan approval and building permit issuance. d) P,pproval of financing for the Project including the construction loan and permanent financing commitment in an amount sufficient to develop the Project within months of SAIL, 9% LIHTC or TIRF decision. ;PURCHASER shall provide SELLER proof of financing {commented [M] Requires DlSwss,on - - _.�.__._.. ._ 1 for the Project. If the Project is funded by 9% LIHTCs, PURCHASER shall obtain a first mortgage. If the Project is funded by TIRF, PURCHASER shall obtain non-competitive Tax Excempt Multifamily Revenue Bond funding from FHFC or from the Palm Beach County Housing Finance Authority as well as non-competitive 4% Tax Credits from FHFC. e) Groundbreaking ceremony and commencement of construction shall occur within sixty (60) days following the issuance of a building permit. SELLER will be in attendance at the ceremony with limited participation in its planning. f) Temporary or permanent certificate of occupancy to be provided within twenty-four (24) months following building permit issuance. 22. DEFAULT WITH REGARD TO PROJECT ELEMENTS. If one or more of the required Project Elements is not achieved as required in this Section and/or if the timeline outlined herein is not strictly met, and PURCHASER has not provided SELLER with a written notice explaining the reason or circumstances not under the control of PURCHASER that have prevented PURCHASER from meeting the timeline, and SELLER has not agreed in writing to same, then (a) if such events are contemplated to occur following the Closing but fail to occur as required, then the PURCHASER shall be required to reconvey the Property to the SELLER, this Agreement shall be terminated, and SELLER shall be released from any and all obligations under this Agreement and (b) if such events are contemplated to occur prior to Closing but fail to occur as required, then it shall be a default hereunder and treated as provided in Section 15, above. 23. kVERTER CLAUSE. The deed of conveyance shall contain a reverter clause that shall run with the Property until the project is completed and the PURCHASER has obtained a Certificate of Occupancy, requiring the Property to be reconveyed to SELLER by quit claim deed should PURCHASER default by not timely applying for funding or failing to meet other deliverable timeframes set forth in this Agreement.. In the event the SELLER exercises its right of reverter, SELLER shall reimburse PURCHASER the purchase price of the property described herein. To carry out the terms of this paragraph, PURCHASER shall execute a reverter agreement in the form set forth on Exhibit "B Commented[7B4] RegmresDseusston 24. RIGHT OF FIRST REFUSAL. In the event SELLER provides TIRF funds under this Agreement, PURCHASER shall grant SELLER a Right of First Refusal which shall be in full force and 00887014-1 T:Dn,\Devi\OBE\Centennial effect and shall not terminate until PURCHASER obtains its Certificate of Occupancy. The essential terms and conditions of this right shall be as follows: (i) If Purchaser receives an offer to purchase the Property pursuant to a written contract or letter of intent, Purchaser shall give Seller notice of the offer by delivering a copy of the contract or letter of intent to Seller ("Notice"). (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 on the same terms as set forth in the Notice including the delivery of a deposit (if applicable) and upon receipt by the Purchaser of the foregoing from the Seller, Purchaser and Seller shall enter into a Purchase and Sale Agreement pursuant to the same terms and conditions as the Notice. (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, then Seller's right of first refusal shall be deemed to have been waived. 25. MISCELLANEOUS. 25.1 General. This Agreement, and any amendment hereto, may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or, should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District Court of Florida. 25.2 Computation of Time. Any reference herein to time periods which are not measured in business days and which are less than six (6) days, shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the next full business day. Time is of the essence in the performance of all obligations under this Agreement. Time periods commencing with the Effective Date shall not include the Effective Date in the calculation thereof. 25.3 Waiver. Neither the failure of a party to insist upon strict performance of CORM014-1 T:Dry\Devl\OBE\Centennial any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements or conditions. This paragraph shall survive termination of this Agreement and the Closing. 25.4 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. 25.5 Severability. If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law. The provisions of this Section shall apply to any amendment of this Agreement. 25.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by SELLER and PURCHASER shall control all printed provisions in conflict therewith. 25.7 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. 25.8 Attorneys Fees and Costs. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including those at the appellate level, shall be awarded to the prevailing party. 25.9 Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the PURCHASER and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. 25.10 No Recording. This Agreement shall not be recorded in the Public Records of Palm Beach County, Florida. 25.11 Survival. The covenants, warranties, representations, indemnities and undertakings of SELLER set forth in this Agreement, shall survive the Closing, the delivery and recording of the Deed and PURCHASER'S possession of the Property. aaee3ma-1 T:DMDe ROBBICentennial 25.12 SELLER Attorneys' Fees and Costs. SELLER acknowledges and agrees that SELLER shall be responsible for its own attorneys' fees and all costs, if any, incurred by SELLER in connection with the transaction contemplated by this Agreement. 25.13 Public Records. SELLER is public agency subject to Chapter 119, Florida Statutes. The PURCHASER shall comply with Florida's Public Records Law. Specifically, the PURCHASER shall; a. Keep and maintain public records that ordinarily and necessarily would be required by the SELLER in connection with this Agreement; b. Provide the public with access to such public records on the same terms and conditions that the SELLER would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and d. Meet all requirements for retaining and providing public records and transfer to the SELLER, at no cost, all public records in possession of the PURCHASER upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the SELLER in a format that is compatible with the information technology systems of the SELLER. SELLER shall, upon request, provide guidance to PURCHASER as to the public records keeping and reporting duties that are imposed upon PURCHASER as provided above and shall take all steps reasonably required to assist PURCHASER in not violating them. The failure of PURCHASER to comply with the provisions set forth in this Agreement shall constitute a Default and Breach of this Agreement. If PURCHASER fails to cure the default within seven (7) days' notice from the SELLER the SELLER may terminate the Agreement. SIGNATURES APPEAR ON FOLLOWING PAGES 00987014-I T:DMDevl\OBE\Cent®nial IN WITNESS WHEREOF„ the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: CENTENNIAL MANAGEMENT CORP. BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Printed Name: Printed Name: Stephen B. Grant Title: Authorized Agent Title: Chair Date: Date: WITNESS: WITNESS: Printed Name: Printed Name: WITNESS: WITNESS: Printed Name: Printed Name: Approved as to form and legal sufficiency: CRA Attorney 00883014-1 T:Dn',DevI10BB1Centennia1 EXHIBIT "A" LEGAL DESCRIPTION PARCEL 1: A portion of Block C of the Plat of BOYNTON HILLS, Boynton Beach, Palm Beach County, Florida, according to the Plat thereof, as recorded in Plat Book 4, at Page 51, of the Public Records of Palm Beach County, Florida, described as follows: Commence at the Northeast corner of Lot 147 of said Block C; thence South (assumed), along the East line of said Lot 147 a distance of 20.00 feet to the Point of Beginning; thence continue South, along the East line of said Block C, 228.36 feet to the Southeast corner of Lot 134 of said Block C; thence West, along the South line of said Lot 134, a distance of 100 feet to the East line of Lots 135 and 136 of said Block C; thence South, along said East line and the Southerly prolongation thereof, 189.19 feet to the centerline of Grand Circle "N", being a curve concave Southwesterly having a radius of 591.65 feet, (a line radial to said curve bears North 41° 04' 57" East); thence Northwesterly, along the arc of said curve 5.02 feet through a central angle of 0° 29' 11" to the intersection with the Northerly prolongation of the East line of Lot 129 of said Block C (a line radial to said curve at the said point of intersection bears North 40° 35' 46" East); thence South along the said Northerly prolongation of the East line of said Lot 129, a distance of 57.60 feet to the Southeast corner of said Lot 129; thence West, along the South line of said Lot 129 and the South line of said Lot 128 a distance of 150.00 feet to the West line of said Lot 128; thence North, along said West line 15.00 feet to the South line of Lots 127 and 126 of said Block C; thence West, along the said South line of Lots 127 and 126, a distance of 100.00 feet to the West line of said Lot 126; thence North, along said West line, 45.00 feet to the South line of Lots 124 and 123 of said Block C; thence West along said South line, 100.00 feet to the West line of said Lot 123; thence North along said West line and the Northerly prolongation thereof, 193.23 feet to the intersection with the Westerly prolongation of the South line of Lot 141 of said Block C; thence North 76°43'35" East along said Westerly prolongation, 157.99 feet to the West line of said Lot 141; thence North, along said West line, 101.25 feet to the North line of said Lot 141; thence North 83° 17' 55" East, along the North line of Lots 141 and 142 of said Block C, a distance of 75.51 feet to a line 25 feet West of and parallel with the East line of Lot 150 of said Block C; thence North, along said parallel line 92.44 feet to the North line of Lots 150, 149, 148 and 147 of said Block C; thence East, along said North line 205.00 feet to the beginning of a curve concave Southwesterly having a radius of 20.00 feet and a central angle of 90° 00' 00"; thence Southeasterly along the arc of said curve, 31.42 feet to the Point of Beginning aforedescribed. and PARCEL 2: 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-way line for "Seacrest Boulevard" as shown on Road 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. and 00883014-1 T:DMDev1\0BE\Centennia1 PARCEL 3: and the South Half (SI/2) of the East Half (E1/2) of Lot 2 of Subdivision of the West Half (W1/2) of the Southeast Quarter (SEI/4) of Section 21, Township 45 South, Range 43 East, LESS the South 125 feet thereof; Less parcels conveyed to the City of Boynton Beach by Official Records Book 852, Page 642 and LESS the right-of-way for "Seacrest Boulevard" as shown on Road Plat Book 5, at Page 182, according to the Plat thereof, as recorded in Plat Book 1, at Page 4, Public Records of Palm Beach County, Florida. MX83014.1 T:Dry\DevhORMCentenni al EXHIBIT "B" REVERTER AGREEMENT OD883D14-1 TDMDevl\OBE\Centennial