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Agenda 12-12-17i Community Redevelopment Agency Board Meeting Tuesday, December 12, 2017 - 6:30 PM City Commission Chambers 100 E. Boynton Beach Blvd. Boynton Beach, FL 33435 561-737-3256 AGENDA 1. Call to Order 2. Invocation 3. Roll Call 4. Agenda Approval A. Additions, Deletions, Corrections to the Agenda B. Adoption of Agenda 5. Legal 6. 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 7. Announcements and Awards A. The 47th Annual Boynton Beach Holiday Tree Lighting and Concert Recap B. 46th Annual Boynton Beach and Delray Beach Holiday Boat Parade Recap C. Music on the Rocks D. Movies in the Park E. The MLK Celebration of Unity F. "On the Town" with Frank Licari 8. Information Only A. Public Comment Log B. Public Relations Articles Associated with the BBCRA C. Marketing and Business Development Campaign 9. Public Comments 10. Consent Agenda A. Monthly Purchase Orders B. Approval of CRA Board Special Meeting Minutes - November 7, 2017 C. Approval of CRA Board Meeting Minutes - November 14, 2017 D. Approval of Banana Boat, LLC for Commercial Facade Improvement Grant Program E. Approval of Banana Boat LLC for Commercial Interior Build -Out Grant Program F. Approval of Banana Boat, LLC for Commercial Construction Permit Grant Program G. Approval of Music Strings, LLC for Commercial Rent Reimbursement Grant Program 11. Pulled Consent Agenda Items 12. Public Hearing 13. Old Business A. Financial Report Period Ending November 30, 2017 B. Discussion and Consideration of Changes to the Terms and Conditions for the Homebuyer Assistance Program Agreement between Lasendra Hoggins Wilson and the CRA C. Consideration of the Standard Rental Agreement, Agreement with the Boynton Woman's Club, Boynton Beach Garden Club, Boynton Beach Historical Society, and Facility Rules and Regulations for the Historic Woman's Club of Boynton Beach Located at 1010 S. Federal Highway D. Consideration of Purchase and Sale Agreement with Annie and E.L. Thomas for Lot 13 on NW 10th Avenue E. Conisderation of Amendment to extend the Project Completion Date for the 500 East Ocean Project F. Consideration of Second Addendum to the Purchase and Development Agreement for the CRA Owned Property located at 711 N. Federal Highway to South Florida Marine, d/b/a BZ Woods Properties, LLC G. Status 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 H. Consideration of Resolution No17-03 and Second Addendum to the Purchase and Development Agreement with Heartfelt Florida Housing of South Palm Beach County Community Land Trust Inc. (Habitat for Humanity) for the CRA Owned Property Located at 117 W. Martin Luther King, Jr. Boulevard I. Project Update for 480 E. Ocean Avenue J. Project Update 211 E. Ocean Avenue (Tabled 11/14/17) 14. New Business A. Consideration of Purchase of 110 NW 6th Avenue B. Discussion of Maintenance Costs for the Boynton Harbor Marina and the (Tabled Fuel Discount 11/14/1 15. CRAAdvisory Board A. CRAAdvisory Board Agenda - December 7, 2017 B. CRA Board Meeting Minutes -November 2, 2017 C. Pending Assignments from November 14, 2017 CRA Board Meeting 1. Review and Revise Current CRA Special Events Grants D. Reports on Pending Assignments 1. None E. New Assignments 1. None 16. Future Agenda Items A. Consideration for Revision to the CRA Procurement Policy Including a Local Business Preference Under a Competitive Process B. Consideration of Parameters for an RFP/RFQ for the CRA Owned Property (Tabled Located at NE 4th and NE 5th Avenues, a/k/a the Cottage District 11/14/1 C. Update on Community Caring Center Relocation D. Boynton Beach Boulevard Streetscape Improvement Project Update 17. 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 WITHA DISABILITYAN EQUAL OPPORTUNITY TO PARTICIPATE INAND 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 WEB SITE. INFORMATION REGARDING ITEMS ADDED TO THE AGENDA AFTER IT IS PUBLISHED ON THE CRNS WEB SITE CAN BE OBTAINED FROM THE CRA OFFICE. Having a job, developing your career and furthering your education are services offered to young adults with disabilities who participate in one of the two transition programs available at SouthTech Academy: Supported Employment provides personal and career planning, job placement, money management skills, assistance with post -secondary education and interagency collaborations, meets off campus. Supported Employment/Career Opportunities and Related Education incorporates both programs providing technical training in the students chosen field on and off campus. "Because of our son's disability he will always be `different". Without help from his job coach, our son may have been terminated from his job for his inability to understand some job functions. Not only were his educator's able to help our son; they were also able to educate his bosses and co-workers to understand his limitations." *Parent of a Palm Beach County Florida student. SERVICES PROVIDED TO THE STUDENT Students enrolled in this program may benefit from the following services: • Personal and career planning • Job development • Assistance with applications/interview process • Job retention skills • Develop self -advocacy skills • Money management/banking • Transportation planning • Support counseling • Community resources awareness • Assist with post -secondary education • Linkage to community agencies • Interagency collaborations • Develop a needs assessment with current environment • Liaison between the student, their parent/guardian, and their employer • Develop outreach programs with area businesses SERVICES PROVIDED TO THE STUDENT Students enrolled in this program may benefit from the following services: • Career Preparation • Self Determination • Academic Functional Skills • Academy Course (refer to application) • Supported Employment • Any ESE student 18 to 22 years old that has deferred graduation or graduated with a Certificate of Completion. • Students who are interested in any of the programs must be self -motivated and intent on gaining the skills necessary to become successfully employed. • See Transitional Specialist or ESE Coordinator at your school • Obtain an application from the Transition Coordina- tor C.O.R.E. (Applications can also be downloaded from our website at www.southtechacademy.orq) • Return completed application to: South Tech Academy by mail or Fax (561) 369-7024 • Submit a copy of the most current IEP • A current Individual Educational Plan • Good attendance while attending high school • An overall grade average of at least 2.0 • An overall conduct average of 3 • An SRI reading level of at least 600 • A completed intake form • No more than 1 discipline referral resulting in removal from class during their last year in school • A letter of recommendation from one of the following: Teacher, Transition Specialist, ESE Contact, Employer • Completion of satisfactorily scored interview Supported Employment C. 0. R. E. Career Opportunities & Related Education For Information Contact: Transition Coordinator Chris Hand -- 561-512-6824 Transition Specialists Lee Anne Gallagher -- 561-523-2923 Robert Pancione -- 561-398-1363 SouthTech Academy 1300 SW 30th Avenue Boynton Beach, FL 33426-9099 Phone: 561-369-7004 1 Fax: 561-369-7024 South Tech Charter Academy. Inc. prohibits discrimination against students. employees and applicants on the basis of religion, race, ethnicity national origin, color, sex, marital status, age, pregnancy, parental status or disability in all employment practices. programs, services or activities. For questions, contact 561-369-7003 J�X\ ,�ECHAc��` o THE DAWNING OF NEW OPPORTUNITIES TRANSMON PROGRAM& 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, art III, of the Florida Statutes (hereinafter "SELLER")and 'If]7E',' N!Ih+"4L:Ikrul1G;E; . ,�Q`0R'WT,I,2NJF or its affiliated assignee (hereinafter "PURCHASER", an ogether 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") within two (2) business days following execution hereof by the 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. 00883014-1 T -.Dc \Devi\OBMCentennial 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 (1) 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 " 00883014-1 - - T-.Dnv\Devl\OBECentennial 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, 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, 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 after the 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, l 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. PRORATIONS, 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 $1,000. 00887014-1 T.Drv\Devl\OBE\Centennial 13. DEFAULT. 13'.1. PURCHASER'S Default., In the event that this transaction fails to close due to a wrongful refusal to close or default on the part of PURCHASER, SELLER shall be'entitled to retain the Deposit, and neither PURCHASER nor'SELLER shall, have any further obligationor liabilities under this Agreement, except for those expressly provided to survive the termination ; of this Agreement; provided, however; that PURCHASER shall.also be responsible.forthe removal of any -liens asserted againstthe Property.by persons claiming.by, through"or under PURCHASER 13.2 SELLER'S Default. In the event that SELLER fail$ 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 receivebacK 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 th.eaforesaid period; the non -defaulting Party. may exercise the remedies described above. 13.4 Survival: The provisions of this Section 15 shall survive the_termnation of this Agreenent: 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\Dev1\OBE\Centennia1 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 comprising the 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. 00887014-t T:DMDevl\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% LI HTC 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) isubmission of application to the City for site plan approval within.ninety (90) days following. receipt of (1) a binding, irreversable commitment fora 9%. L:ow. 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 SE_LLER's TIRF money, Bonds and 4% LIHTC ------ funds: - Commented [JB2]: Requires Discussion. ------------------------------------- ----------------------- 00883014-1 TOMDeAMETentennial 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 00883014-1 T:DMDevACIBE1Centennial 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 00883014-1 T-.Drv\Devl\OBE\Centennial 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:Dry\Devi\OBE\Centennial EXHIBIT "B" REVERTER AGREEMENT 00887014-1 T:Dcv\DevhOBE\Centennial PURCHASE AND DEVELOPMENT AGREEMENT Page 32 of 79 Space") for any year of the Phase I Term, Developer's percentage of the Pledged Inctement 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 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 Completion for all nonresidential components of the Phase Boynton Beach indicating the 100 percent completion o 00624425-1 fImprovements and Certificate of I Improvements from the City of all Phase I Improvements and evidence of compliance with the requirements of this Agreement c r- the appliea!2j� as set forth below and evidencing that Developer has paid all property taxes for the preceding year- and !QTS!!}�!Ri!!gi!R25-TfMS7Y-f1TRTZeT. 5.1.3 The CRA has received Tax Increment Revenues from the completed Phase I Improvements fer thePhase1 T-efm and if applieable, feF the , pleted Phase _11 T.npr-eyements f ,. the Phase 11 Ter.,-, subsequent to the Base Year r � eae P4ase+.. +eFm; and Formatted: Font: Bold,, Highlight Formatted: Highlight Formatted: Highlight Formatted: Highlight Formatted: Highlight 5.1.45 Developer shall not be entitled to any Pledged Project Increment Revenue----- Formatted: Indent: Left: 0.5" 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 either Phase ea 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. 5.2 tease -1 Certification. 00837587-1 6 Formatted: Font: Bold, Highlight Formatted: Indent: First line: 0.5", Line spacing: single Formatted: Highlight Formatted: Font: Not Bold, Highlight Formatted: Highlight Formatted: Bulleted + Level: 2 + Aligne at: 0.75" + Indent at: 1" Formatted: Font: Bold Formatted: Indent: Left: 0.5" OU, .4� IISKEL Gar .puna Hope Calhoun . Christina Bilenki [t Bonnie P!i$ket, Dwayne Dickerson Heather Jo Allen, '� C G : L+A AH LLP Scott $ackrrnah Eleiachariades .1 ndrea Keiser October. 6; 20171. - Tara Duhy, Esq. . -Lewis, Longman & Walker, P.A:. . 515-N6rth. Flagler Drive Suite 1500 West Palm Beach, FL 33401 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 136ach,florida- Auly.1-1., 2017 workingwith.one entity for.a T1174 zm6nt. If the CRA has to Ove the TIF to someone gree. else, the Board would want to approve . Who: Would be .receiving the funds. Thei Board. a have wants the. same: assurance, similar to a suble se,:and h.a them Come to the Board and present what they would do to the property dub to the conditions -of the 50% and 70%., Attorney Duhy recommended adding "which would not be. unreasonably withheld� but not urii as nablywithheld: Attorney to -the agreement. Consent would be required,.u re o -Y Miskel agreed. Chair GrpnA spoke aboutgreen reen'designti til . on 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.B'dard may not.want to, as it.Was contingent onthe system used and some were ,better than others; The Building Department may like one. over the other and that it why, the language was inserted.. Chair Grant commented LEED has Gold, Silver, . and BroO6 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 Starfdards,.Which does- not have levels-. Attorney Duhy explained the developer does not -want the annual performance report; which ic . h is -the repoft. the developer. provides rov,idbs to the Board how it complied: with the -terms of the: agreement . The develo . per, p . roippsed to just submit it as lo' ng asrit is consistent with the attached exhibit. As:a rule;they always bring it to the Board's attention to reviewandapprove. as com pli.nt with the agreement Attorney Why commented a. language could be added to approve it meeting the terms of the agreement. Attome _y Miskel suggested . ted add ing .language as it shall not be Unreasonably withheld as the Board likes to see it on an annual basis. Attorney Duhy emphasized this. agreemerias t is only for Phe] and not tied to Phase 11 '., which is a separate . parcel.- ThePhase11 agreement draft was prepared andgiven t6the a developer to review, Which will come back to the Board. Mr. C...sello .liked the way. .. Attorney Duhy presented the issues. Attorney Miskeil. complimented Attorney Duhy and Mr. Sim6n. 'Aft: . Attorney Duhy e . request . d' a motion . on to approve the changes as discussed, , Chair 'Grant noted I the CRA Advisory Board did an . approximation of $4,0.87,476 and, ould,be, a top . end IF or if it just the perderlitage and Whatever asked if there should -limit for T j that 6mouhtwould be. There was I acireerhent to use percentages". .Mot!-dh Ms,,Romelus moved to approve theagreerribnt as,amended, Mr. Casello se* corided. the motion that unanimously,ppssed; a, SM WUMMIJIM M SM0005111, WOROURRIVII SHIMS 9 Meeting Minutes Comm nit _d Community Redevelopment Agency Board Boynton Beach, Florida July.1 1, 201 - 1 Motion Ms.. Romelus moved to amend -the agenda. Vice Chair Katz seconded the motion that unanimously passed. Motion Mr.- McCray -moved to remove item Q, 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 line 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 toapprove ith -exhibits and Will apply to Phase I only Chair Grant commented on sections 19.8 and 19.12, which are specifica.hd asked why there, were two different clauses. Attorney Duhy explained section 19.2 pertained to a transactional _f6e. for Attorney Duhy regarding preparation of the agreement. She was comfortable with not charging attorney ,fees: Chair Grant commented he did not want charging -language, if the ORA had to sue for default, that the CRA will have to represent themselves unless the CRA I is the prevailing party. . There was discussion the language will remain and th . ere is . also a right ght 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 A&eernent for Phase- I -or contingent on what the Board decides for Agenda Item D, is executed.. Attorney Duhy outlined the terms based on the last meeting and items all parties agreed to were incorporated. Items s 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 AlI 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 negotiatioh 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=ou"t 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 willprovide.. 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 irice ntive,--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 biguser-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 -M'iskel reiterated theretail 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 nothave 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 riot reach. -the 5'0%0, 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 build ing's.taxable, value andwithholding it because there are triggers the developer- has no control over is punitive. If there: is no tenant, they haveto 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 termsof 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. Motion 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 "am 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 -Miskei 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 II agreement draftwas prepared .and given to the developer to review, which will came 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.. Casel.lo seconded the motion that unanimouslypassed. I TAX INCREMENT REVENUE FUNDING AGREEMENT This Tax Increment Revenue Funding Agreement (hereinafter "Agreement") entered into as of the day of 2017, by and between: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, 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 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. 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. 00837587-2 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. 00837587-2 2 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. Comment [TDl]: This term 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 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." 00837587-2 4 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 I, 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 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 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 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. 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 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 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: 00837587-2 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 4a' 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 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)737-3856; 710 North Federal Highway, Boynton Beach, Florida 33435; or BovntonBeachCRA(&bbfl.us. 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 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. 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. 00837587-2 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 1 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 , 2017. 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: Steven Grant, CRA Board Chair Print Name: STATE OF FLORIDA ) SS: COUNTY OF PALM BEACH ) BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared Steven Grant as Board 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 r 00837587-2 15 Exhibit "A" (Project) (see attached) 00837587-2 16 PHW,2 num, U$ HIGHWAY Na I / WT r ION � ������ l�ga I i b 4 § ®�I I, N� f� `� i`� I �� � i Is; _A_ G) FF= _U m j lg� Fie IFI, F t '—L WAB -2-- ------ ----- --------- ----- -------- --------------------- NE BiH COURT NMI Ocean One COHEN -FREEDMAN - ENCINOSA & ASSOC. 114 K FEDERAL HOMAY. BOYWON BEACH, FL Architects, PA I SM N.W. Wth St— ML..l LkM FWU. 3", " n6.3999 GRWM LEVEL FLM Exhibit "B" (Property) (see attached) 00837587-2 18 Q'Irr 847 CIiN Moare Road Tel: (561) 241-9 88 Boca Rahn, Flodda 33A67 SURVEYING & MAP P P I N G Fax: 561 CoreBalo of Aulhuri7allon No. L87264 ( ) 241-5182 SKETCH AND LEGAL DESCRIPTION (NOT A SURVEY) OCEAN ONE — PHASE 1 LEGAL DESCRIPTION A PORTION OF THE NORTHWEST ONE-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 PUBLIC RECORDS OF PALM 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 NORTH 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 BEGINNING; 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 THE POINT OF TANGENCY; THENCE SOUTH 01° 43'30" EAST, ALONG A LINE 15.00 FEET WEST OF AND PARALLEL WITH THE EAST LINE OF SAID LOTS 1THROUGH 6 AND THE EAST LINE OF SAID LOT 41, A DISTANCE OF 287.77 FEET; THENCE SOUTH 88" 37'13" WEST, A DISTANCE OF 268.22 FEET; THENCE NORTH 01° 23'00" 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 FEET AND A CENTRAL 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 1HE 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 SHOWN HEREON ARE BASED ON THE WEST LINE OF THE 14ORTHWEST ONE- QUARTER OF SECTION 27, HAV114G A BEARING OF NORTH 01° 2.3'00" WEST, ACCORDING TO THE STATE PLANE COORDINATE SYSTEM, STATE OF FLORIDA, EAST ZONE, NORTH AMERICAN DATUM OF 1983, 1990 ADJUSTMENT. CERTIFICATION )HEREBY CERTIFY THAT THE SKETCH AND DESCRIPTION SHOWN HEREON COMPLIES WITH STANDARDS OF PRACTICE AS CONTAINED IN CHAPTER 61617-6, 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 S. HODAPP SURVEYOR AND MAPPER FLORIDA LICENSE NO. LS5111 00837587-2 19 P.O.C. SKETCH AND LEGAL DESCRIPTION NW CORNER (NOT A SURVEY) SECTION 27-45-43 N89° 55'38"E 86.08' (NOT FOUND) .-2 1-2 BOYNTON BEACH BOULEVARD SWI 0 P.O.B. N LINE SECTION 27-45-43 ---------------•— — R-25.00' — — — N89° 55'38"E 216.56' L-38.55' 4P SOO°04'22"E� z - - - - _ _ _ D-88°20'52" ...-- -- _ 22.00' :' L_ -------•-"-' •--...stiff LOT 1_ L �' 6ENT 0' R-25.00' (ORB AB ON906DPG�975) " L-39.84' z D-91° 18'38" LOT 2 -•- o --------- ----- -- - FPL EASEMENT C W (ORB 19094,PG.1699) LOT 3 ►- _ ----- "AGREEMENT PLAT" LOT 4 �IZ n� (P.B. 10, PG. 2) a in z N "FUNK BROS. ADDITION' r 0� -U-f-(P.B �. PB 139 -- ------ 0,2 of Z OT 5 m O : (.1' C o -'-------------- ----t DOm I s ; �1� nor - LOT 6 -0-n ern m m -,O - ---- -60'-1------------ 25' L,,cT�IZ 7818-37'13"W' g10'R/WIZDEDI15 Imo- caZ>orZ .lo,o Itn AKro "' I �yc �z LOT 41 g ..DEWEY'S SUBDIVISION" I1v (P.B. 1, PG. 37) V IN IW ABBREVIATIONS L ARCLENGTR D DELTA (CENTRAL ANGLE) i L.B. LICENSED BUSINESS L.S. LICENSED SURVEYOR O.R.B. OFFICIAL RECORDS BOOK P.O.B. POINT OF BEGINNING l� .O. C. POINT OF COMMENCEMENT o_ P.B. - PLAT BOOK S. LINELOT 41 -- P. B. C. It. PALM BEACH COUNTY RECORDS _...--- PG. PAGE ..— — . — - — - — - — P.S,11. PROFESSIONAL. SURVEYOR OCEAN AVENUE (SR 804) a MAPPER R/W RIORT-OF-WAY JOB No. 04175 Fr°le°r N°mei OCEAN ONE e11: Br. JSH SCALE. 1"•80' a•e e , TP onrz. 08/26/2017 9iET 2 OF 2 Exhibit "C" 00837587-2 20 (Public Parking) (see attached) OD937587-2 21 zitf�. it _ f '47N COURT -- _ - - - LIMEND. PROPfAK LIRE �. PoOHi cr MAY - (25) WSMPAL PARI@IG SPACES '(44) CMMrR L-PARMO SPA= . '''Total Patking;Requiredi 413 Total Pairking.Provided: 439 c501 POBIIC PARK NG SPACES On Street Parking: 39. Spaces o PARIORO COUW Open Iot Parking: 40 Spaces NOTE: 1.- BALANCE OF PARKMO OM OMAfE FAWVMD FUM MODU TIAL Vg. 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 I 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 -family 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. 12 !'Benchmarks" shall be the: various percentage thresholds -6f occUancV of -the,'_-_. Formatted: Foni: sold 8,575 commercial/retail space for anV year -of the Phase I Term as set .forth in Paragraph -5.1.6. Formatted: Font: sold 00837587-2 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. 2.34. "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. 2.66 "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. ;.8 "Effective -Date" shall mean the -date the lastarty to this Agleementzexecutes ---- Formatted: Font; Bold this Agreement: 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 "Grey Shell" means an unfinished interior, lacking heating, ventilating, air conditioning, lighting, plumbing, ceilings, elevators, interior walls, etc. and ready for tenant improvements. 2.911 "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. 00837587-2 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. 2.1-13 "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). 2.144 "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. 2.135 "Property" means the property subject to this Agreement upon which the Project shall be developed as more particularly described in Exhibit "B," hereto. 2.136; _Site Plan' shall mean the _ approved Site Plan attached. hereto asExhibit "A,". _""--" Formatted: Font: Bold - --- ------------- _ approved by the City of Boynton Beach, file # NWSP 16-002: LComment [TD1]: This term 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 the ethe 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." RIUMM 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 Sabove 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 ; 5.1.34 The CRA has received Tax Increment Revenues from the completed Phase I Improvements subsequent to the Base Year; and 5.1.45 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. X51.56 Should Developer fail to meet. the bBenchmarks set below regarding occupancy of X8575 square feet of commercial/retail space (the "Commercial/Retail S ace")- or any wl_year of the Phase I Term Develober'.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. 00837587-2 5 Formatted: Indent: First line: 0.5" Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight Formatted: Indent: Left: 0.5''. Formatted: Not Highlight_ .Formatted: Not Highlight - • Developer must certify that 25% of theaCommercial/�Itetail,s�ace_has_been Formatted: Not Highlight . occupied by commercial/retail tenants dong_itl}er-bV at the _E -e sethird. ForNot Highlight - �___________„_________, matted: years 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 Formatted: Not Highlight - -------------- satisfied forever even if in the Tuture.the actual amount occupied thereafter is less Formatted: NotHighlight ------------ -------------=-------= -- -- - ---=------------ than 25%. .Accordingly, as.long' as Developer did: not default under any Formatted: Not_Highlight - - commercial lease and continues in good, faith to re -market -the property for leases Formatted: Not Highlight once the 25% threshold is achievedsatisfied,_ Develo---------------ershall be entitled to the --.------------- of Highligft_. .. Pledged Increment Revenue for the year o Formatted: N t1 e51 S realized. ^^ log :r .ho'.a o4F'm : «,..'..o, > ea -,..:i' i Formatted: Not Highlight 1'leyelepe,..shall be en -titled to them Ple'.lgpd fi-t . my f yea�r� 3 - e bUt a4s c ' „e ' in -which-the 25% threshold is . achieved and each year thereafter during the Phas - I Term unless a >;reater Benchmark is achieved.-' . • F ormatted: Not Highlight - �” <, • Developer must certify that 50% of the -.Commercial/r-Retail space has been . _ atted: Not Highlight occupied by commercial/retail tenants h at legsf the fi ° '------- - Formatted: Not Highlight sixth year of the Phase I -Term as defined herein. Once the 50% threshold is - obtained, whether it be in .l,e r uFth, awl, ;,.. sixi1,.,.ea f. any.Vear prior. to the end of Formatted: Not Highlight the sixth Year of the Phase I Terms the threshold shall be deemed satisfied foreve `. Formatted: Not Highlight.. -------------- ------ even 'if in the future the actual amount occupied thereafter is less than. 50%. Formatted: NotHighligh# ' Accordingly, as long as Developer did -not default under any commercial lease . and continues in good faith to re -market the ro ert. for lease,, 'once- the 50% `• Formatted: Not Highlight .. g p p y - '-=------- ------------ threshold is -satisfied Develo er shall be entitled to the Pledged_ Increment Formatted: Not Highlight. ' - - p ----- ------------------------- Revenue for the years 5 affil .6. t . .:..,e ^ae_ e a,e 5noc t-esh6;a . , hold is net f��e�ed otil'yeq# Formatted: Not Highlig'h't. ' if th6 Formatted: Not Highlight be e:,.:.ie l to the Pledged l.,'erement neve:,: et ;,:,t„ fb. , ay. 6, -but _ f r- e r-^yzarom 4 and 5 in.which the 50% threshold is achievedand each year thereafter . .during the Phase I Terni unless. a greater Benchmark is. achieved; andFormatted: Not Highlight • Developer must certify that 70016 of the eCominercial/Retail sSbace_ has been Formatted: Not Highlight . . occupied by the commercial/retail tenants dt#in,. e:d ei the � g e. by at least the eighth years of the Phase I Termasdefined herein.. Once .the 700/o: threshold is of Highlight �:------------------------=----------------------=--------------------- _ • Formatted•N obtained, whether it be in ^�v!Mt,',,:: eighth ,.e :any year prior to the end of the Formatted: Not Highlight , . eighth.yearof the'Phase.I.Teum, the -threshold shall -be- deemed satisfied forever, Formatted:Not Highligh�t . -------=-------- ----------- --=---- even 'if in the future the actual amount occupied thereafter isless than 70%• Formatted: Not.Highlight 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, Formatted:Not.Highlight. pr Developer.shall be entitled to the Pledged Increment Revenue foryears "'� Taann`t et Formatted: Not Highlight any a:.::- afle,ypiir-6-t4e 700th-r-p-Sheld iss ve-Fili:0.1 - For- a 'p. e,4 the#;fe­u..r.7 et .. eked Ail ll 8; eyo:. elepshell b e*le.l-te ft,e Pledged lfiue„-, e--- Re,,em, e :Rt " eRli , e .: o bu :lse-.,ti F , e ..7:in which the 70% threshold .is achieved and each year thereafter during the Phase I Term. 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 00837587-2 6 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 hnhave 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:mulfifamily 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. 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 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: [IMM -11N 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 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 00837587-2 9 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. 00837587-3 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 BoyntonfleachCRAAbbMus. 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 fust above written. WITNESSES Print Name: Print Name: STATE OF FLORIDA ) SS: COUNTY OF ) OCEAN ONE BOYNTON, LLC a Florida limited liability company By: Print Name: Title- BEFORE itle 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 BOYNTON4, LLC. He/she is personally known to me or has produced as identification. IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State and County aforesaid on this day of , 2017. 00837587-2 13 WITNESSES Print Name: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: Steven Grant; CRA Board Chair Print Name: STATE OF FLORIDA ) SS: COUNTY OF PALM BEACH ) BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared Steven Grant as Board 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 00837587-2 15 . M057 nVA&5 US HIGHWAY Na 1 C' Y8J D • u COHEN i FREEDMAN • ENCINOSA & ASSOC. tV '�Arditects, Ocean one 116 N FEDERAL HGHWAI', BOYNTON BEAd{ FL PA • ' 6085 N.W. ISSt6 Shat MhN Ia7e;, 17at16a _ 33016 705 86,7999 C,�iOIRJD LEV[L PLAN 947 Clint Moore Rnad -Tel: (661) 241-9986 SURVEYING.6 MAPPING Bop Raton,Fkrlde 33467 GoibTlple ofAul6urimlion No, LB7264 FD>s156p241�162 SKETCH AND LEGAL DESCRIPTION (NOT A SURVEIL OCEAN ONE - PHASE 1 LEGAL DESCRIPTION A PORTION OF THE NORTHWEST ONE-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 PUBLIC RECORDS OF PAIJVI 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 271 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 22.00_ FEET TO, THE POINT OF BEGINNING; THENCE NORTH 89" 55'38" EAST, A DISTANCE .OF 216.56 .FEET TO THE -POINT OF, CURVATURE OF .A CIRCULAR CURVE -TO THE. RIGHT; THENCE EASTERLY AND SOUTHERLYALONG ,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 PARALLEL WITH THE EAST LINE OF SAID LOTS 1 THROUGH 6 AND THE EAST- LINE OF SAID. LOT 41, A DISTANCE OF 287.77 FEET: THENCE SOUTH 88" 3713" WEST, A DISTANCE OF. 268.22 FEETi THENCE NORTH . 01° 23'01)" 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 FEET AND A CENTRAL 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 FHE 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 SHOWN HEREON ARE BASED ON THE WEST LINE.OF THE NORTHWEST ONE- QUARTER OF SECTION 27, HAVING A HEARING OF NORTH 01° 2.3'00 WEST, ACCORDING TO THE STATE PLANE COORDINATE SYSTEM, STATE OF FLORIDA, FAST. ZONE, NORTH AMERICAN DATUM OF 5983, 1990 ADJUSTMENT. - CERTIFICATION (HEREBY CERTIFY THAT THE SKETCH AND DESCRIPTION SHOWN HEREON COMPLIES WITH STANDARDS OF PRACTICE AS, CONTAINED IN CHAPTER .61G17-6, 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 S. HODAPP SURVEYOR, AND MAPPER FLORIDA LICENSE NO. LS5111 ".Jw If— . OC'EBI ONE I - - . . DATCP 06/26/2017 - 00877587-2 - 19 P.O.C.NW SKETCH AND LEGAL DESCRIPTION - S NER (NOT A SURVEY) If / SECTION ND) Wor FOUND) -43 —N89'55' VE 86.08' �� V� 'I�I,JI���� 1{ BOYNTON BEACH BOULEVARD ~�- P:O.B. _ N LINE SECTION 27-45-43 — —---------.—. -r R-25:00' — . N89° -55'38"E 216.56'. L•38:55' a, S00°04'22"E• 22.00' D-88°20'52" LOT l_-'---�--� _. ---- - --=• R-25.00' R/W Al3ANDONA4ENTj 1. 60' Lr39.84.' (ORB 9016,PG. 975) —' z D-91° 18138" LOT -2 I FPL EASEMENT J j (ORB 19094,PG. 1699) LOT 3 SIII --- --------- ----uN G) -; "AGREEMENT PLAT" LOT -4 �IZ M zo Iv (P.B. 10, PG. -2) ,P, "FUNK BROS. ADDITION'- _-- (A Z OT 5 \ . 1.-------------- _ -- E y0m -no �I6 o LOT 6 yl 00-1 ANMD CO rn S88' 37'13"W 268.22' i Pzo I� 10'R/W TO BE (r r Iz m .� DEDICATED 10'- 15' i;- X00 Z g z . 0 00 ; Im 0i "AGREEMENT PLAT" z I0 (P.B. 10, PG. 2) I c z �Dc LOT 41 "DEWEY'S SUBDIVISION" .._`�-: IN (P.B. 1, PG'. 37) a V ABBREVIATIONS L ARCLENGIN D DELTA (CENTRAL MOLE1 i L.O. L.S. LICENSED BUSINESS_ LICENSED SURVEYOR O.R.B. OFF ICTAL RECORUS BOOK' P.O.B. POINT OF BEGINNI+(G I "•,,f .O. C. POINT OF COUW'eNC_EUENT o J' S. LINE LOT. 41�--- P.B. - P. B. C. R. PLAT BOOK PALM BEACH COUNTY RECORDS --__-__ — -- '" PG. PAGE — . 4. — . — '. — . — ..— • — . — . — P..S.IA. PROFESSIONAL SURVEYOR OCEAN AVENUE (SR 804) a MAPPER R/PI RIGNr-a-WAY .roe Ne. 09175. vr°I°°r Ram, OCEAN ME WG en JSH - SCALL. - I••BO' I. - a•o By. TP °Aa. 00/26/2017 91EET 2 OF 2 - UTO;#YA4:#!YA 20 0 00837587-2 21 1.E61N000NT Total Parking.Regnired: 413 Total Parking -Provided: 439 On Street Parking: 39. Spaces. Open Lot Parking: 40 Spaces LEGEND: �. PROMTY UNH /. RONT OF NAY, '(23),R£SCMrAL PAMM SPACES (N) CWHEROAL PARMG SPACES (SOJ PUC1 C PARIONO SPACES p PARWNG COUNT NOTE: 1. BALANCE OF PMWJW 91 OMACEMSFRViD FOR RESROMAL USS. ='• i 11 r1 1 Z ° on- 1.E61N000NT Total Parking.Regnired: 413 Total Parking -Provided: 439 On Street Parking: 39. Spaces. Open Lot Parking: 40 Spaces LEGEND: �. PROMTY UNH /. RONT OF NAY, '(23),R£SCMrAL PAMM SPACES (N) CWHEROAL PARMG SPACES (SOJ PUC1 C PARIONO SPACES p PARWNG COUNT NOTE: 1. BALANCE OF PMWJW 91 OMACEMSFRViD FOR RESROMAL USS. EXHIBIT "D" ANNUAL PERFORMANCE REPORT FORM (shall be required annually) Time Period Date 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 l 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.We 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